Bittersweet
by Fifekun
Summary: When two girls arrive from Otto's past, will it be reason enough for Dr. Octopus to see light through his struggles? Or will he refuse any tenderness to avoid being 'weak?
1. Chapter 1

The bite of betrayal is a mixture of a deadening shriek of agony entwined with the taste of pure bitterness. What had once tasted so sweet now leaves a lingering stench of darkness. What's worse is that the one I once trusted…and even loved…actually has turned his back on what he once held so dear. He has left me torn, bruised…and broken…but what leaves you broken…makes you better.

***SR***

'Mary; Thank you for the wonderful birthday presents, and send Becky my regards as well. I enjoy getting all the hoodie hats that she finds; You know how I love them. Congratulations again on your new security job, Mary! Make sure you let your little sister know if you find any handsome policemen walking around! Anyways, I am off to NYC for an extended stay. My employer has stated that there are many research locations that she wants me to inspect for our own research. One of which includes going to Oscorp, can you believe it? Apparently the boss has connections with Mr. Osborn himself, and I'm the one chosen to be the go-for. I have heard that my friend Otto works for Mr. Osborn, so hopefully I get to see him. There are…things I may have to discuss with him…but don't worry! I'm sure he will help me find the answers to the questions I have. Why he left Tricorp for Oscorp is puzzling. I will be bringing Simone along with me; which means I have to deal with her lovely cat. Oh well. Anyways; I shall call you when I arrive, but I will have less and less time to call. Expect letters every month. Blessings on you both! ~ Sophia V.'

A blissful sigh filled the spacious room as the young woman reviewed what she had written to her dear friend in Tennessee. Sophia longed for the chance to get away from the big cities, but being a promising animal researcher, she was constantly moving from place to place to gather information for her boss. She loved the idea of flying to her next assignment…but the subway trains were something that she didn't want to face once more. Sophia finished the letter by sealing it in the red envelope that she had prepared, and then putting a stamp on it, ready to drop it in the mail chute as she got ready for her flight.

"Simone? Are you packed? All we have to do is get the car loaded and get to the Airport. Hopefully the New York apartment will be big enough for both of us." The woman sighed, and then directed her attention towards her cousin, who had a medium sized duffle-bag ready to go in her hands, as well as a pet carrier and a large suitcase behind her. Simone was younger than Sophia, and her features were more like that of a teenager. Though considering that she was only 18, it made since. Simone placed her bag on the floor and made a few signs towards her older cousin. Being mute was a challenge for the girl, but not around her family.

Sophia watched her younger cousin for a moment, and then smiled. "Don't worry, Si. I will do my best to keep you away from all large vehicles, including fire trucks." The girl smirked and placed her backpack on her shoulders. For a piece of luggage only filled with clothes, this thing SURE was heavy. "Besides; chances are, you and I won't be going anywhere near the NYPD or FD…unless we have to inspect their working animals; but chances are you'll be closer to the vets." Sophia paused for a moment and then showed a smidge of concern. "Are you positive that you want to come along? I mean, Ray could always pick you up and take you back to Griffon Rock; I mean you've been gone from him for a year…and I won't have much time for you with my research."

Simone looked up towards her cousin, noting the hesitation in Sophia's eyes. Past the fuzzy hat that she wore, her eyes were actually reflecting sorrow, and nervousness. Sophia was dreading something…just what, she was unsure of. Simone walked closer towards her cousin and gave her a warm embrace…before pulling back and making a few signs with her hands.

'You are more than a cousin to me, Sophia. You are like a sister to me. Ray will understand that I'll be gone for six months. He's got things to do for the Air Force anyways. Besides! Being in Manhattan will give me the chance to look at dresses for the wedding next year! Sophia…I am here for you…'

Sophia pursed her lips…and then warmly embraced her cousin, and let off a sigh of humility. She was grateful that her cousin would place her own life on hold for her. It was like the mute girl was a constant guardian angel for her, even though she was younger.

"Thank you Simone…Now come on! No more sappy stuff!" she chuckled, quick to wipe away a tear of emotion that was threatening to roll down her cheek. Picking up her bags, she gave off a wide smile, making sure her fuzzy hat was secure to her head and her jacket was snug. New York was going to be COLD when they got there. "We have a plane to catch!"

Simone smiled and nodded in agreement, before quickly grabbing her own bags and heading for the door. As she did so, the cat from the cat carrier let off a meow of protest, causing Sophia to smile in sympathy…and then purse her lips in contemplation. Going back to New York was both thrilling…and chilling for her. Especially since the memories of what had happened five years ago still itched at her…

***FB***

"Judging by the way you are moving up in your own line of research; you must be looking to lead a major research facility, Miss Vincent."

"Oh I wouldn't say that. All I really want is to make sure research such as this stays in the right hands and benefits the people. Though I am hesitant about the testing it on animals part." Sophia replied, clutching her clip board close to her as she glanced at a room that they passed, noticing a box of white mice being kept on hand as the scientists that they past examined the reactions to the tests they were preforming. The girl winced and then looked back forward, a grimace on her face, before looking back towards her guide. "Though, Mr. Twaki—"

"Ted, Please call me Ted"

Sophia paused and blinked, before she cleared her throat. "Mr.—Ted; I do hope that most of your testing and projects is for the good of the people, of course."

"Of course Miss Sophia! That's all we have in mind in our projects; what would benefit the people and make the world a better place." The scientist looked towards the young woman beside him and smiled welcomingly. "You know you sound somewhat like one of my top scientists. He's always apologetic, always looking out for the well-being of others—"

"I wouldn't call myself a groveler." Sophia looked up, waving a hand in the air lightly for emphasis. "Merely someone who just wishes the world would operate peacefully…though chances are that's probably never going to happen."

Dr. Twaki chuckled softly at the lady's words and then stopped walking as he approached a door and typed in a code into the console. "Oh believe me Sophia; I do understand." The scientist looked up as the door opened, revealing a spacious room with all sorts of mechanics and gadgets surrounding the work area. On the other side of the room, a heavy-set man with glasses was tirelessly working on something long and black. He seemed so absorbed by his work, that there was a certain strength and focus in his eyes that spoke of the seriousness of the particular project that was being created.

"Otto. We have a guest." Dr. Twaki announced, putting his hands behind his back professionally and walking towards the scientist. Sophia hesitantly followed, keeping her clipboard close to herself for a certain…comfort. The labs she was used to working in were equally as tech-savvy…but not as large and menacing. No the work she had been used to was done on an island with a Doctor known as Greene. Though he had many mishaps with his tech, she knew for a fact that he always meant well. Here on the other hand; it was all about finding something new…and making more money. Shaking her feelings of contempt away, the young lady studied the form in front of her.

The larger man blinked and set his work down before turning towards his guests and showing a look of curiosity. "Of course Dr. Twaki. How may I help you?" His voice, for being someone so large and with a potential of being menacing…was actually hesitant and submissive. It was as though even he was only here to do as told and work on the possible good of the project.

Sophia paused her ponderings when she found herself being gently pushed closer towards the scientist that she was being introduced to.

"Otto, I'd like you to meet Sophia Vincent, representative of Allen Corp Tech." Dr. Twaki introduced as Sophia slowly made her way towards the working scientist and slowly offered him her hand as a polite gesture. Twaki continued," and this, Miss Sophia, is Dr. Otto Octavius, one of our top scientist and the author of—"

"Author of alternate power sources that can hold sizable charges for a large amount of time" Sophia finished the sentence as though she was somewhat struck by the information…as well as the fact that the hand that took hers was three times as large as her small, hard-to-find-decent-gloves hands.

Otto looked surprised as he shook the young girl's hands and studied her, as though trying to place her. "I'm sorry-…do I know you?" He asked, his demeanor looking as though he was doing his best to remember her, even though it would do him absolutely no good.

Sophia paused and then slowly shook her head, as well as the scentist's large hand. "N-No, No Doctor. We've never met before; it's just a good portion of my coworkers, mainly my boss and my cousin is…fascinated with your research, and I just…never hear the end of it."

"I see" Otto replied, looking somewhat surprised at the news, and then curious. "And; If I may ask, miss Sophia…who is your employer?"

"Well…" Sophia slowly retracted her hand from Dr. Octavius and pulled some of her dark brown hair back behind one of her ears to keep it in place. "Technically, I'm just an intern for the moment…I'm only 22 and just fixing to graduate from the University of Maine. I intern for Ezra Greene from Griffon Rock, and he…is actually a huge fan of Tri Corp and it's tech."

"Miss Vincent here is going to graduate and work for Allen Corp Tech in Nevada, Otto. Therefore she is representing them for the upcoming science research agreement that their company has with ours." Twaki continued, reaching out and patting Sophia on the shoulder. "The kid has a promising career."

"For one so young, you have gone far." Otto replied, looking down towards Sophia and making his smile somewhat warmer, yet still submissive. That look intrigued Sophia; it was as though Otto knew that he was intelligent and useful…but afraid to take it farther. The girl pursed her lips and returned the smile, equally as warm. It made her relax somewhat, the friendliness of this brilliant scientist. Still…knowing what she was fixing to face in her career was unnerving.

"Thank you Dr. Octavius. Though really, you should be saying that about yourself…I mean, look at your own success." Sophia replied politely.

The scientist paused and absorbed the compliment, before he smiled once more.

***AP***

Sophia was aroused from her sleep by the shake of her cousin's hand. How long had she been asleep? Letting off a stifled yawn, the young woman rubbed her eyes and looked out the window, observing the plane touching down on the smooth surface of the airport runway. Sophia blinked and then looked towards her cousin, quick to adjust the hat on her head. "Simone-…are we at LaGuardia already? How long was I asleep?"

Simone smiled gently at the question and made a few signs with her hands.

'You were out like a light as soon as the plane was on the ground. You even missed out on the breakfast that the airline offered.'

Sophia let in a breath and tightened her jacket around her, looking out the window once more, taking in the sights of all the other planes surrounding their own. The sky had a slight haze to it, clouds blocking any rays of the sun that wanted to come dance. Pursing her lips, Sophia glanced down towards her gloved hands and let off a small sigh. This…This was harder than she thought it would be.

Sensing the girl's unnerving demeanor, Simone gently set her hand on her cousin's shoulder, earning her attention. Smiling warmly, the mute girl made a few waves and signs with her hands. 'Don't worry, Dear. I'm sure he will remember you. Perhaps you can get closer while you work with him.'

Sophia winced and a light blush made its way to her face. "Wha- No! Don't be ridiculous Simone! We only worked together for a year, and that was four years ago! Plus, I was only doing research on his research, not working WITH him! This…this is no different!"

Simone gave her cousin a sarcastic look, before waving her cousin off. 'Oh please. I saw the way he looked at you, and the concern that you both had for each other.' The mute girl lounged back in her seat and smirked slightly. 'Not to mention after your year of 'not' working with him; your favorite butterfly necklace just HAPPENED to go missing at your departure, with no concern from you.'

Sophia blushed darker and looked away quickly, her fingers nervously fiddling with the pen she was trying to get out of her hand bag. After a moment, she managed to steady herself and simply gazed at the writing utensil that had the logo of Tri Corp on it. Was she really nervous about seeing Otto?...or did it have to do with…

"You may now take off your seat belts. Please walk out in a single file and thank you for flying American Airlines"

Sophia pursed her lips and then slowly stood, securing her purse and looking down towards Simone. "We need to get going. I still need to call Dr. Greene and thank him for his help…before tomorrow…"


	2. Chapter 2

"Have a seat Miss. Vincent, and I shall inform Mr. Osborn and security of your arrival."

"Thank you sir." Sophia slowly took a seat in the lobby and looked around at all the security in the building. Strange…they were so tense, as though they were having some sort of recent problems. It didn't make sense to her, 9/11 was years ago, and security standards were better than they used to be. That being said, it's always better to be safe than sorry right?

Taking out her notebook, the girl placed her phone on the board and sent off a quick text.

'I am at Oscorp now. I'm sorry I won't be able to help you unpack Simone…'

After a brief moment, a reply was received.

'Don't worry about it Sophie. I've gotten ahold of April; she and her boyfriend are coming down to help; so I'm fine! I'll make sure your stuff is saved for you.'

Sophia smiled and typed in a quick. 'Thanks hon'

No more than a minute had gone by before her phone buzzed once more. 'Don't mention it. Also, relax; I'm sure he'll be happy to see you!'

Sophia winced…and then hit her hand to her head in embarrassment.

***OC***

"Mr. Osborn, the damage from the attack on the limo is beyond repair. So instead we opted to buy a replacement vehicle with reinforced armor…just in case that buzzard shows his face once more."

"Fine, Fine; just have it ready before I make my trip to the outskirts today. The Doctor and I have some tests to see to." Norman Osborn swirled his wine glass from where he stood, overlooking the city from his balcony. The tests that he had for today…would hopefully manage to put him ahead and get him prepared for the real project he had in mind. Just a few more adjustments and it would be ready to go. Finally.

"Oh and one more thing sir."

"What is it?"

"There is a lady in the Lobby by the name of Sophia Vincent claiming she has a meeting with you…Shall I send her away?"

"…No" Norman said pleasantly, taking a leisurely sip from his wine and setting the glass down. Turning, the man coolly walked to the main elevator and smirking slightly. "Send her in."

***LB***

Sophia sat as professionally as she could, though she couldn't help but fiddle with the pen tied to her clipboard. When her boss told her that she would be gathering research from New York's finest tech facilities this fall and winter…she didn't expect to be back in the actual big apple. Especially after the events that had taken place last time she was here.

The girl let off a slow breath, and then checked her watch to examine the time…and the picture that was on the face of the watch. It had a picture of her and Simone by lady liberty; Simone had an arm sling and a few bandages on; while she was snug in her fuzzy hat and snug jacket. She wasn't the slimmest girl in the world, but that's the way she liked it. Large enough to be ignored by supermodels, and sleek enough to be at business. Still, she had to make sure that her jacket always was somewhat roomy…considering…

***FB***

"Simone, do stay back please. Miss Sophia? Kindly raise the levels to 40%"

"Certainly Otto…"

"Now, don't be alarmed Sophia, the creature will be fine. In theory this will allow us to understand how it's echolocation can be used for human science."

"…Wha- But Otto- Wait! That one doesn't use echolocation! Stop the machine!"

"Sophia! What are you—GET OUT OF THERE! YOU'LL GET HURT! - N-NO! Simone DON'T FOLLOW! NO! NOOO!"

bBOOM! CRASH!/b

***LB***

Sophia shut her eyes tightly at the memory…perhaps…she shouldn't have made such a rash move…but considering she hadn't seen Otto since that incident…She should at least let him know that it wasn't his fault for the injuries that Simone had sustained. It had been hers. Sophia let out a sigh. If only she had caught his mistake before he had turned the machine on…maybe things would have turned out differently…

"Miss Vincent."

Sophia let out a gasp and quickly stood, dropping her clipboard and all her papers on the floor. The girl winced and then quickly stooped down to pick up the scattered mess, and quickly stood, facing none other than Norman Osborn himself. Letting off a quick breath, Sophia was quick to straighten up the clutter in her hands and tuck them under one arm. "My apologies Mr. Osborn; I was lost in thought."

"Don't apologize." Osborn replied, a haughty smile on his face. "I never do."

Sophia blinked at the statement, before she cleared her throat and offered her free hand towards the highly successful man of New York City. "Uh-…Sophia Vincent; Representative of Allen-"

"Allen Corp Tech; Yes I've been looking forward to your visit for a month." Osborn replied smoothly, taking hold of her hand and shaking it. Her lead was a firm shake once…how interesting, delicate creatures such as her usually had a slow waving form of handshake. Perhaps he was underestimating her. A slight smirk graced the buisnessman's face, before he let Sophia's hand go, and put his hands behind his back. "I do have some news for you though, Miss Vincent. I am needed elsewhere this afternoon, and it requires my full attention. However since you have arrived so early, I will be happy to direct you to my top scientist and discuss the agreements that Oscorp has set alongside Allen Tech."

Sophia had to double check her hearing…how had she arrived early? She was certain that she was 15 minutes LATE. Time zones weren't her favorite thing in the world. Clearing her throat, she nodded. "Yes, of course sir. Of course, we'll also have to make a schedule on what times are better for you; since I have Tri Corp and TCRI to make terms with as well."

Osborn raised an eyebrow. "Oh? And what business do you have with them?"

Sophia paused for a moment, and chose her next words carefully. It's always a better idea, when you are dealing with an egotistical businessman, to tread carefully.

"The boss is thinking about extending to other companies is all; since they have had such success with Oscorp in the past few years." She replied carefully, waving a gentle hand in the air for emphasis towards the direction of the two mentioned businesses. Norman Osborn was silent for all but five seconds, before the same haughty smile reappeared on his face. "Well then, I'm glad that we have been such an inspiration for your company Miss. Vincent."

Sophia let out the breath she was holding, but nodded politely. "I'm only the messenger, sir. I take no credit."

"Come along then. Dr. Octopus will be pleased to meet you" Osborn replied, turning and walking towards the main elevator. Sophia followed, but a highly confused look made its way to her face. Dr. Octopus? Who was he talking about? Hadn't Otto joined Oscorp and become head scientist? Maybe now she had reason not to be so nervous…and…to feel disappointed at the same time.

***AP***

Simone smiled as she placed the dishes in the cabinets, while at her feet, Marril the cat took an enjoyment to his meal. Though mute, the girl managed to let out a sigh…though it was more air than bliss.

"So! Simone; I hear that you're here to help Sophia while she's on her extended research gathering" A young lady with short red hair done up in a ponytail commented, being careful with the pictures that were to be hung on the wall. She chuckled at the fact that most of the pictures had to do with Simone and Sophia being silly, formal, or in-the-now. There were a few pictures of Simone and her fiancé Ray Abiel, Just Simone, Just Sophia, and some of the cats that Simone used to own.

Simone smiled and then looked towards the young lady, nodding and signing with her hands. 'Yes indeed, April. I am here to keep her from stressing, as well as take some leave from my own work. An…incident happened on Griffon Rock, and the Chief talked to my employers about letting me have some time off to recuperate.'

"Oh my" April replied, setting a vase gently on one of the book cases, and looking back towards Simone to get a better look at what she was signing. "Are you alright? Should you be unpacking and stressing like this?"

Simone smiled, and would have laughed if she had the capability to. Shaking her head, she waved April off. 'Oh no, this is actually de-stressing me, believe it or not. I'm more worried about Sophia. She's been nervous and dreading this visit.' Simone walked over and dug through one of the boxes that April had been unpacking…before she took out a small framed photo and showed it to the young lady. The picture was of Sophia alongside a larger man, both smiling gently for a photo by the 9/11 memorial, Ground Zero. According to Sophia, Tri Corp had paid respects to the incident, and Otto had requested her presence.

April took the picture from Simone's hands and looked over it, a gentle smile coming to her own face. "Aww…Why has she been dreading the visit?...Was-…Was she apart of 9/11"

Simone blinked and then shook her head. 'Oh no, She was in high school in Texas during that ordeal. Actually, she's dreading seeing him.'

April looked puzzled…and then looked back down towards the picture of Sophia and the timid-looking man beside her. Frowning, April looked back up and made a wave of her hand. "Why? Did he hurt her? Because I know a few guys that would defiantly keep him away from her if I asked them!"

Simone quickly waved her hands in a negative fashion, before gingerly taking the photo from April and setting it gently on the counter, before looking back towards the woman. 'No, he would never hurt her, even if you offered him the world. But, there was an incident four years ago that Sophia has never forgiven herself for… and she's afraid that he hasn't either"

***OC***

"Now that you're all set, I'm sure we can see the good Doctor prepping for this afternoon." Norman Osborn stopped at the door that they were fixing to go through and then took a good look at his guest. She had shed all of her winter clothing back at the lobby save for a tight business coat and her winter hat. Though her tense demeanor had been replaced for a sullen air to her.

"Is something the matter Miss Vincent?"

"No-…No, I'm just…chilled is all"

iOh nice one Sophie, go ahead and bear false witness why don't cha?/i

"Chances are since the Dr. is prepping his tech, it will be rather warm in there."

"No, that's fine, thank you Mr. Osborn."

Shrugging very slightly, Osborn opened the door and walked in professionally, whilst Sophia walked in more slowly, making sure her apparel was snug.

"Ah Doctor. Do make yourself presentable for our guest won't you?"

"Y-Yes Mr. Osborn, of course."

"Now, I would like to introduce you to Oscorp's top Scientist, Dr. Octopus."

"…Mr. Osborn, please, that name is-…Sophia?"

The mentioned girl froze in her tracks as Osborn stepped out of her line of view…only to reveal a Otto Octavius with…metallic arms growing out of his back. Letting off a sharp gasp of surprise, Sophia dropped her clipboard and took two steps back. The girl had to try and keep herself calm…but it was hard; last time she had seen Otto, he had been screaming at her to get out of the experiment chamber…now he was before her with for metallic…things looming over her.

Otto grimaced as he noticed his former 'partner' backing away from him, and then quickly put his hands in the air. "No Sophia, it's alright! They're simply—"

"No need to be alarmed Miss Vincent." Osborn interjected, making a motion with his hand towards Otto calmly. "The Doctor's invention merely helps his usefulness during important work for the company. They are of no concern to you or anyone else for that matter."

Sophia stopped backing away and looked at Norman Osborn in a creeped out manor…before she looked back towards Otto and his…arms. As if on cue, one of them extended towards her and stopped only a yard away from her. It was…almost as if it was looking at her, and that very fact made her…anxious. Hesitantly, she reached out and touched the metal, then quickly flinched. The arm stayed extended…so she slowly put her hand on it…and then examined it. This…This looked like what Otto had been working on before the accident! Sophia looked perplexed…before retracting her hands and looking back up towards the two men before her. "…Otto…I was-…unaware that-"

"Ahh so you both know each other already." Osborn placed his hands behind his back and then looked towards Dr. Octavius for an explanation. Otto winced but then made a motion with one of his own arms towards Sophia. "Y-Yes Sir. We're…old friends, we're—"

"Well good. This saves me from having to make proper introductions and policy agreements." Osborn looked back towards Sophia and smiled. "Now then, Miss Vincent, since you are already acquainted with the doctor, I shall let you both discuss policies for the next six months in peace." The man glanced towards Otto as he began walking out. "Do make sure that this matter gets settled before 2 this afternoon, Otto."

"Yes…Of course Mr. Osborn."

"Good. Now run your experiments like a good Doctor Octopus."

"…Mr. Osborn—" Otto didn't get anything else out, before the door was shut with the two of them inside. The scientist winced at the fact that his plea had been ignored…and the fact that his once close friend was in the room, holding her clipboard close to herself, and watching him carefully.

…There was silence in the room for a full minute…but to them it felt like hours. To Sophia, she was seeing the man she had drawn close to over the period of a year…all the lessons, all the mistakes…all the times spent knowing each other…and she blew it.

Otto was thinking the direct opposite of his guest, and yet he still couldn't find words to somehow break the silence. Surely she was thinking about the exact thing he was…his failure as a good scientist.

Sophia slowly loosened her arms, but kept her clipboard close and her jacket on tightly. Well…if he was going to yell at her…better get it over with so she could do her job for Allen Tech.

"So…Dr. Octopus? I was…unaware that you changed your title, Otto."

The scientist paused and slowly retracted his mechanical arms, so he would seem less threatening. "No- It's – It's still Octavius; b-but Mr. Osborn has…well…I've told him that the name is so…demeaning." Otto glanced towards the extensions on his back, and then looked back towards his guest, a worried look on his face. "They are…apart of the project that I had been working on while at Tri Corp."

Sophia's tense air seemed to melt slightly as her curiosity got the better of her. Taking a few steps up, she looked over the mechanics, and then looked back towards the larger scientist. "Yeah; the Megalo Pack, but…I had no idea that…it had anything to do with these." Sophia hesitated once more, before taking the head of one of the arms with both of her hands and examining it more thoroughly.

Otto stayed still, for fear of making a wrong move and allowing Miss Vincent to examine his work. The scientist pursed his lips and looked away slightly. "Actually, the Megalo pack had everything to do with this; though…upon my departure, I lost access to it."

"Why?" Sophia looked up towards Otto with a concerned look. "Wasn't that your work?"

"Well- uh, yes…But since I departed to work for Mr. Osborn; I- I guess that the company took over responsibilities for my project." Otto replied, rubbing his head…and then looking back up towards the woman before him. It was strange…the last time he had seen her, she had always claimed that she wasn't too fond of wearing hats; and yet here she was, wearing a winter hat in a humid science lab.

"H-Here, let me take your coat; you must be burning up-"

"N-No…I'm sorry, No." Sophia paused at the flinch that Otto made and then let out a sigh. "Listen…I'm so sorry Otto. I'm sorry all of this happened."

"…I'm not- sure I—"

"What happened four years ago, that was all my fault." Sophia paused and then looked down, clutching her clipboard. She paused and then continued, refusing to look back up at him. "You told me not to go in, but I was more concerned about the animal inside to take into regard what you were trying to warn me against. As a result…Simone got injured…you got in trouble…and I-…" Sophia paused and sighed. "…I just…couldn't face you knowing that I had betrayed you."

Otto looked at the girl before him, shocked…before he slowly took a few steps forward and reached out hesitantly.

"But you-…You didn't betray me; I betrayed you; I ignored company policy by allowing Simone to come in the lab; she had no training – and I-…I figured you would never speak to me again…were you hurt at all?"

Sophia paused…and pursed her lips. "…sort of." The girl looked back up towards the scientist and looked apologetic. "Otto…I'm so sorry."

Otto took in her words…before taking one of her hands from her clipboard and clasping his other hand over hers. "…you owe me no apology…" He replied gently, offering her a timid smile. Sophia blinked…and then smiled warmly back towards her reunited science partner.

"I'm so grateful to know that you're the representative I will work alongside once more…though, I am quite shocked that you came so…so early."

"What? But I was late!" Sophia gently took her hand away and checked her watch, before showing it to the scientist. "See? I was supposed to be here at 9, but I ended up here at 9:15, now it's 9:37!"

Otto blinked and checked the representative's watch…before grimacing and then looking back towards her. "But Sophia…Daylight savings time ended yesterday…"

Sophia blinked…and then quickly whipped out her phone to check the time…8:38 a.m. "Oh my word…" She moaned, putting a hand to her head.

***AP***

"Careful…easy…NO! Be Careful Casey!"

"I'm Tryin'! UNGH! Wouldn't it be better if the guys were here helpin' me?!"

April winced and glanced towards Simone, who wasn't even paying attention, but making sure the placement of things were nice and tidy. The red haired girl let off a sigh of relief, and then looked back towards her boyfriend, frowning. "You know we can't. If you need that much help, why not as Peter Parker? Or Eddie? He's strong."

"Pah, are you kiddin'?! Peter ain't got the same-whhooooOOAAA!"

CRASH!

Simone winced and quickly turned around, only to find that Casey had dropped Sophia's flat screen TV on the floor, resulting in the screen ruined and almost snapped in half. The mute girl grimaced at the mess, before looking up towards her guests hopelessly.

Both April and Casey winced in reply. "I am SO sorry, Simone" April said quickly, putting a hand up. "I'll make sure that gets cleaned up and replaced ASAP." The girl turned and glared at her larger boyfriend, crossing her arms. "Curtesy of the resident klutz…"

Casey grinned sheepishly, rubbing his head, before he let off a sigh and knelt down to pick up the pieces of the screen.

Simone simply smiled, before she took out her phone and scrolled through her contact list. Best not to inform Sophia of the recent…breaking. Pursing her lips, she began a text.

'Mary, please inform your company that we need a replacement flat screen; it has been damaged during the moving in'

Simone waited for a moment, before a quick reply was received.

'Let me guess; you had Casey move it in for you'

Simone would have giggled at the reply, but merely sent an acknowledgment and put her phone back in her pocket. She would have Sophia call Mary later for fees and terms of conditions…but right now she was curious as to why she wasn't getting a text from her cousin just yet. It was nearly noon, and they had agreed to go for pizza since they weren't completely moved in just yet.

Simone looked out the window from the apartment. They were high enough to have a nice view of the Oscorp building, but still it was a ways off. Surely Sophia wouldn't have walked back. Simone knew that her cousin wasn't too fond of subway trains, but even she knew that after she was done with lunch, she had a long afternoon of unpacking…Not to mention, Simone was curious to know if Sophia had patched things up with Otto. She certainly didn't blame Otto for her injuries, but neither did she blame her cousin. She had been told not to follow Sophia, and she did.

Oh why did everything have to be so ironic?

The mute girl's thoughts were paused as she noticed a quick motion below. Barely having time to seriously look down to the street below, a huge web just SUDDENLY appeared on the window, causing Simone to stumble backwards and put her arms up in sudden defence. As if by magic, suddenly Spiderman appeard on the window, and it sounded like he had a harsh landing. The superhero groaned and shook his head, before looking in, noticing the three shocked people looking at him.

"Uh- yeah, you might want to stay away from the win—DOWS!"

Just as quickly as he appeared, he was suddenly shocked with…some sort of electricity, and was sent spiraling down. Simone let in some air and quickly ran back to the window to observe. Spiderman had managed to save himself by swinging on his webs…yet someone in a red and yellow suit was chasing him and…firing strong electric pulses at him. Both of them were heading in the direction of the Oscorp building…NO!

"WHOA! Did you SEE that?!" Casey yelled, he and April quick to run to the window, and watch the retreating frames of the hero and the villain. "This is sick! Not just ANYONE gets ta see the spider in action! Oh wait till I tell Raph about—"

"Absolutely not- and keep it quiet!" April growled, narrowing her eyes at the stocked man beside her. "Simone, I'm so sorry, I can't take him-…Simone?" April turned, and quickly looked around…only to find the mute girl missing.

***OC***

"You know, I'm really impressed Otto." Sophia said as she walked out of the building, the scientist, having shed his metallic arms and having sent them to some van for transport, behind her. Sophia looked up and squinted her eyes at the brightness of the afternoon sky, and was quick to The girl looked through the notes she had taken and let a smile come to her face before dig through her purse and put some shades on. back at the scientist behind her. "The things you're doing here are actually so much sophisticated than what you did at TriCorp."

"Oh…it's nothing really" Otto replied, stopping his stride and looking off to the side for a moment. The experiments that he was called to do this afternoon…were NOTHING like his normal work back at TriCorp. At times, he wished he hadn't taken Oscorp's higher offer, and had just stayed satisfied at his old work place. Especially with the fact that Mr. Osborn was asking him to…

"You know…Simone would love to see you again, Otto."

The scientist was pulled out of his thoughts and looked back towards the girl, who was putting her notes in a briefcase, and turning to face him. The look of dread and hesitation from earlier this morning was completely washed away, changed into accepting and inviting. "Won't you please join us for lunch? It's just some pizza, it's not going to bite you, unless you wear that clean coat while you eat."

"Oh I wish I could; But Mr. Osborn frowns heavily on tardiness…b-but I know you'll be coming this Thursday, so…let me just—oh my." Otto fumbled with cards and spilled a few on the cold ground below. Sophia blinked and was quick to stoop down below to pick up his mess…and paused as she noticed a familiar shape on the ground.

"I'm SO sorry! I'm just- rushed, yes…" Otto quickly stooped down to pick up the cards as well and slowly got up, quick to dust off one of the cards and hand it to Sophia. "Mr. Osborn would most likely prefer a call if you need to come earlier."

Sophia stood up and smiled, gently taking the card from the scientist's hand, and replacing it with the object that she had found. "Of course Otto…" She replied, smiling warmly, before she turned and walked away slowly, heading for the nearest Subway station. Otto watched her leave before he glanced down and inspected the item that he had dropped. The necklace pendant that she had given him before the accident…unharmed by the fall, and just as sparkling as it was when it was first given to him. The scientist gently closed his hand around it, and then put it back in his pocket. Looking back up, he noticed the girl looking back towards him…before she disappeared into the Subway tunnel.

Otto smiled warmly…before that smile quickly faded as he turned and headed back for the Oscorp building. Chances were, he'd need to leave now to tend to what Mr. Osborn wanted him to tend to.

***s***

Sophia let out a small sigh as she sat in the back of the subway train. All that worrying had really gotten to her stomach; and she wasn't too certain that she was in the mood for pizza. At least…at least she knew that her friendship with Otto Octavius hadn't been ruined. She knew Simone was going to ask her so many questions…but one thing she couldn't let go of…was if-

"LOOK OUT!"

"ITS CAVING IN!"

Sophia looked up in time to see the subway train get engulfed by electricity….and suddenly a dark rumbling came, and the train car was suddenly filled with dust and debris from the train itself.

***O***

"NO!" Spiderman felt the enormous pressure of having to somehow get the citizens out of the subway tunnel…but it didn't HELP that Mr Shocker himself was pounding 'the living daylights' out of him as well. Spidey got tossed from one end of the tunnel to the next, and finally he managed to land on his feet. For someone without cat-like reflexes, it was always a downer not having them. The Spider sensation quickly backflipped and sent his feet SLAMMING into the midsection of the shocker, then quickly headed for the train wreck. Some citizens were managing to climb out, others were stuck and calling for help.

"Ain't nothin' wrong with havin' spunk, son" Shocker called out, aiming his weapons at the hero and narrowing his eyes. "But a little too much just plain gets on muh nerve—GAH!"

Before he really had time to shoot, the Shocker's weapons was hit by a long strand of cord that came from the opposite direction. Growling, Shocker turned and shot a few pulses in the other direction. Missed…Missed again.

"Come out and fight, ombre! Yer only bidin' yer punishment time!"

There was no answer…but there was scurrying in the other side of the tunnel, which made the villain quickly turn and shoot. However, as he was shooting, something quickly reeled back and WHACKED him across the back, causing him to stumble and land on his hands and knees. Growling, the man looked up…

Only to see a shadowy form above, with wings spread, ready for battle.


	3. Chapter 3

Disclaimer.  
>I know some of you are reading this; so would you kindly review? Thanks!<p>

***MH***

"Go! Clear out the tunnel! Hurry!" Spider-Man urged the people fleeing the tunnel. Some citizens were injured some were looking for loved ones, still others were trying to get a look at just WHO was in the tunnel making a mess of things.  
>"Spider-Man!" The subway driver quickly ran up and motioned towards the train that was halfway buried with rubble and dust. "There's still a car in the tunnel with passengers on it! With the pulse of the electricity, it could explode!"<br>The arachnid-hero grimaced behind his mask, but was quick to turn and run back towards the source. "I'm, on it! Just clear who you can!" He yelled back. Sliding back onto the concreate, the webbed hero hat to try and calculate his chances. How to get the people out and how to keep Shocker away from them…and…WHY wasn't Shocker trying to pound on him at this moment?

***BW***

"Ungh!" Shocker was thrown back a good ways, before he did a backflip and was quick to recover his ground. Letting off a growl, the villain quickly aimed his pulsars in the direction that he saw the shadow go and let off a blast. However, as soon as the shot hit the wall, the figure quickly jumped away. Landing and quickly regaining balance, the figure managed to land under one of the tunnel lightings, and shocker saw she was quick to shield her eyes from the light.  
>"Eh, Sensitive to the light, eh Bat girl? Then let's turn up the juice!"<br>Quickly the villain charged up his pulsars and shot a stream above the figure, causing the lights to flicker on much brighter.  
>The figure's bat-wings fluttered a moment, then she quickly crouched down, narrowing her eyes and then quickly tackling for Shocker's waist, knocking him down. As soon as he was down, the girl back flipped and quickly took out the holder of what looked like a weapon, and aimed it at the villain. However, before she could do anything, a web quickly took hold of her wrist.<p>

"Whoa Whoa whoa! You guys havin' a party without me? Aw I'm insulted" Spider-Man said, quick to retrieve the bat's weapon and catch it in his own hand, quick to examine it. Well it wasn't a gun…but what was—WHOA!

"'fraid the party's comin' to a smashin' end, bug" Shocker said, extending his arms, one pointing for Spidey, and one pointing for the other masked freak, and letting off a pulse in both directions. Spider-Man managed to dodge the blast, however the masked girl wasn't so lucky. She got slammed into the subway wall and shook her head, her bat-like ears twitching as she did so. Some…sort of sound caught her attention. Looking up, she saw the tunnel cracking…the fight was weakening the structure…which meant.

"UNGH!" Spider-Man found himself slammed into a wall and shook his head a few times, looking up and then jumping quickly when his spider scene warned him that Shocker was going to make another blow towards him. However, as soon as he landed, he found himself in a struggle with the bat-girl to recover what she had lost from him; her…weapon-like stick thing.  
>"Hey! No way! Do you REALLY think I'll just HAND over weapons to people I don't think I should trust?"<p>

The girl made no reply, but she did look up towards him in a panicked way. Ok, so this girl was panicking…for WHAT though-? A rumbling above the Spider-Man seemed to cue in the Spider just what the bat was thinking about.

The tunnel was going to collapse.

"TAKE THIS YA VARMITS!" Shocker yelled, turning and firing his pulsars towards Spider-man and the girl, SLAMMING them to the other side of the tunnel. Spiderman groaned and held his head; the bat- girl recovered quickly and retrieved her weapon from Spider-Man, and stood. She looked over the arachnid for a moment, before looking back towards the villain, who was aiming at them for a final blow.

"Y'all got any last peeps?" Shocker grinned, ready to rid himself of his problems.

The girl made no sound, but stood up straighter, extending her wings…and made a motion towards the roof. Shocker made a face…before he heard cracking and rumbling above him. Grimacing, he looked up… only to be greeted by a pile of rubble landing on him.

Coughing…groaning…and spitting. Spider-Man managed to dig himself out of the rubble, rubbing his head and trying to get all the dirt off of him. The hero climbed over a few boulders, as well as some de-railed subway debris and managed to get himself into the clearing…and froze as he saw Shocker laying on his belly, handcuffs fastened securely to his wrists.  
>"Wait, what the- how did-? How can-?...Huh?" Spidey stuttered as he approached the captive villain, scratching his head as he did so. "Ok…I KNOW that I didn't get the pleasure of tying you up." He muttered, kneeling down to get a better look of the villain.<br>The villain scoffed. "Pah…Figur' that all on yer own, ombre?" he spat nastily, trying to free himself with no avail. As the criminal spoke, Spider-Man noticed a small piece of paper laying on the man's back. Picking it up and inspecting it, the hero read,

'Curtesy of the Flying Fox'

The Flying Fox? Is that who that chick was? More importantly…was she friend…or foe?

***OC***

"And breaking news, A subway train was derailed as well as buried beneath the rubble of an apparent fight between the supervillain Shocker, and our very own Spider-Man. The train was believed to have originated close to OsCorp tower, and was buried just a mile after its run had started. Officials say that they are still digging out some passengers that were in the back car that got…"

"The machine is all set for Mr. Marko, Mr. Osborn sir" Otto reported before noticing the screen that his boss was observing. The scientist blinked, before moving forward in an attempt to view what was on the screen. However, Mr. Osborn turned it off and looked towards the doctor pleasantly. "Then by all means, Doctor, let's proceed with the projects."

"Sir? Is everything—"  
>"Nothing to concern yourself with, Otto" the businessman replied, putting his hands behind his back and calmly walking towards the control area. Otto seemed confused for a moment, before he followed, submissively.<p>

***SW***

Simone panted and took a moment to rest for a moment as she rounded a corner, She finally found the wreck site, surrounded by authority vehicles. Wasting no time, the mute girl tried to run to the entrance, only to be stopped by a police officer. "WHOA! No you don't, missy. This area is in critical condition. No unauthorized people allowed."  
>Simone panted, and quickly tried to make a few signs to communicate, however, the officer, pointed her towards a group of people. "Get back to the other side of the street, miss. It's dangerous over here."<br>The girl bit her lip as the officer turned to leave, and almost tried to risk disobeying the officer's orders. She KNEW that her friend Becky would highly disapprove of that, and it didn't help that Ray was in the Air Force, so he would be on the officer's side as well. Simone tucked her arms in anxiously and turned to examine the crowds around her. Ambulances were everywhere, tending to those who were injured. Looking quickly this way and that way, she felt herself dreading the outcome.

She needed to go in and double check…she needed to—Sophia? Letting in some air, the mute woman pressed by a few onlookers, before she reached Sophia, who was beside an elderly lady who was being treated by paramedics. Sophia did not see Simone until she was practically on top of her. Looking shocked, the woman turned towards her cousin. "Si! What are you doin-" she started, before she was greeted by a warm hug from Simone. Sophia winced and gently hugged her stressed cousin in reply. "Hey, it's ok Si…Spider-Man apparently showed up, and everyone's safe"

Simone looked upwards towards her cousin to inspect her, and make sure she wasn't hurt. As she did so, the elder woman behind her spoke up. "Oh thank you again for staying with me while we had to wait for the police." The woman rubbed her hands, where there were minor scratches. "When I came to, I felt so panicked."

"My pleasure, Ma'am" Sophia replied, turning to fact the woman and place a hand on her shoulder. "I'm not too fond of Subway trains, so I know how you feel"

"Oh, I don't mind the trains so much," The woman chuckled in reply. "My nephew Peter always loved them when he was younger; it was the darkness that made me feel uncomfortable."

"Still understandable" Sophia replied, smiling gently. Patting the woman on the shoulder, she began her retreat back to the open alongside her cousin. Both of the girls were silent as the finally got to a clearing, before Sophia let out a heavy sigh. "My word, I didn't think my first full day in Manhattan would be so…complicated." The girl muttered, putting a hand to her forehead, and letting out another sigh. "I was really hoping to get home and straighten up, considering that I have FIVE people to meet with tomorrow."  
>Simone glanced at her cousin, and then looked back towards the front. Stress was laced in Sophia's voice…not the greatest way to start a new project. The mute girl let out a cough to get her cousin's attention, and then made a few signs.<br>'Are you alright?'

"I'm ok. A little banged up, but alright"  
>'What happened?'<br>Sophia stopped walking so she could actually look at her cousin. "I'm not really sure…apparently Spider-Man was fighting with someone when the accident happened." Sophia looked back up and waved a hand in the air. "He dragged him out in cuffs later."  
>Simone paused and then let off a sigh of relief.<br>'Well, I'm happy to see that you're ok'

Sophia smiled and continued to walk, putting a hand to her head. "So…I'm not feeling like Pizza right now…does Chinese sound better to you?"  
>'Did you invite Otto?'<br>Sophia blushed and cleared her throat. "Tried to – he was busy…WHY are you asking me this? It's not like we're going steady!"  
>'Yet' Simone signed, continuing to walk casually.<br>Sophia grimaced, her blush getting darker, before she groaned and continued to follow.

***TP***

'Dear Mary;  
>It has now officially been two weeks since Simone and I have gotten to Manhattan. Living in the big city is far denser than Henderson. Even though they are both…rather large; NYC is MUCH larger and more complicated. So it's official; Otto and I will be working together once again. He's allowed me to see what his mechanical arms can do. According to him, they allow him to multitask, manipulate difficult objects, and keep a safe distance from experiments. They are quite…interesting…Though I prefer seeing him in a less menacing state. He's…kinda sweet. Simone's trying to pair me with him, so let me say this right now. Do NOT get any ideas! Anyways, thank you for helping us with the new TV. Casey will NOT be helping move anymore delicate objects…which means he can't help out at all.<p>

Blessings!  
>~Sophia'<p>

A blissful sigh left the representative as she sent the email out. No time to talk, and actually no time to write letters; so the next best thing was technology…again. Chuckling to herself, Sophia stood and headed for the kitchen. She had gotten a brand new blender from Mary's sister, Becky, and fell head over heels for all the smoothie recipes that it came with. Today she worked with TCRI and a man known as Mr. Mortu; however, she had managed to get Otto to agree to have breakfast with her…albeit, she was cooking for him at his apartment. No matter, this was still breakfast, and something deep inside of her whispered that she needed to enjoy this moment while she had it.

***PP***

Peter Parker walked down the hall towards his frist class, his focus drawn to the card that he had found two weeks ago on Shocker's back. This…'Flying Fox' still hadn't made another appearance just yet, but that was exactly what was bothering him. He knew absolutely nothing about this new character. It didn't help that the guy known as 'Toombstone' looked good, but actually was bad deep inside.

How to get everyone else to see that was something he had no idea how to do. This Flying Fox could be exactly like that…even though she bagged Shocker and left without a word.

She hadn't spoken at all…no explanation, no threats, nothing. This wasn't something that he liked the looks of. It would be a good idea to keep an eye out for her…and force her to explain just WHO she was, what she wanted, and if she really was friend or foe…

***OO***

Otto put some extra effort into his normal morning routine. WHY did he invite her here? HERE of all places?! He had declined her offer to go out to eat because…well considering the experiments that Osborn had forced him to do on two men wanting to wreck Spider-Man, the arachnid might…be looking to track him down! What would the hero DO to him when he found out! What would-

Knock Knock Knock

Otto jumped at the sudden noise, and then quickly scampered to make certain that the rest of his apartment was clean. With a nervous sigh, the scientist opened the door. His guest was waiting for him, dressed snugly for the fall weather, a fuzzy hat upon her head, gloves tightly around her hands, and an ice box in her arms. "…You know, some people actually get dressed before inviting company over, Otto." Sophia greeted, giving the scientist a funny look. Otto paused at the statement and looked down…only to find that he was still in his bathrobe and slippers.

"OH!" Otto exclaimed in panic, before he quickly turned and bolted for his bedroom, quick to shut the door behind him. Sophia blinked…and then giggled as she quietly walked in and headed to the kitchen.

It was at least 10 to 15 minutes before Otto finally returned, fully dressed. Panicking had caused him to find the wrong socks, forget where his clean coat was, and even put on two different shoes. The scientist put a hand to his head as his difficult morning continued…which only added to the worry in his heart.

"Morning Sunshine."

Otto looked up, only to find his table set, a fresh piping hot omelet waiting for him to come eat it. The scientist's mouth dropped in amazement as he walked closer. "But…how did you?"  
>"I brought my own supplies" Sophia replied, pouring a part of the pre-made strawberry-banana smoothie that she had made at her own apartment. "It's already been blessed, if you'd like to come and help yourself."<p>

With a blink, Otto slowly sat down, impressed at how effective the representative was in his small Manhattan apartment. The omelet and smoothie both looked delicious! Gingerly, he cut a piece off his breakfast and placed it in his mouth.  
>"Sophia! I had no idea you could cook this well!" he complimented, quick to take another bite of his omelet. He paused at his own sentence, and then quickly put his hands up. "N-Not to say that I ever thought that you couldn't cook! Or well—or—"<br>Sophia smiled as the doctor fumbled over his words and took a seat across from him. "Don't worry Otto. I understood what you meant…and actually; I'm still learning." The girl took a sip of her smoothie and smiled. "But thank you"

Otto smiled gently at her response, then proceeded to continue eating. The last time he had eaten a home-cooked omelet was when his father was still alive, and that had been ages ago. "So…Sophia…how is your work treating you?"

"Very busy actually" Sophia responded, taking a bite of her own omelet, chewing and swallowing. "I've got plenty of reports to fill out for my boss so we can better understand how Allen Tech and OsCorp can continue to improve each other. Why I have to stay six months is beyond me." Sophia took a sip of her drink and then glanced towards the award pictures that Otto had hanging on his wall. "I'm…hoping to have time to go to the ice Skating rink since I'll be here during Christmas."

"Oh yes, It's very beautiful during that time of year" Otto confirmed, taking another bite of his breakfast.

"Never had the privilege of seeing it in person." Sophia replied, cutting her food and looking up. "May as well throw in some figure skating since I'm here."

"You figure skate?"  
>"Used to" Sophia smiled sadly, taking another bite of her omelet. "…But then I had to grow up…" the girl let off a forlorn sigh for a moment. However, upon noticing Otto's concerned look, Sophia smiled warmly. "So! Am I still scheduled to meet with you tomorrow afternoon? The things you've been showing me about the past two weeks have been interesting."<p>

"Well…of course Sophia" Otto replied, growing hesitant as he thought about the past few experiments that Mr. Osborn had him do. "It…may be brief, though, I apologize"

"Oh?" Sophia blinked out of curiosity. "Why's that?"

"Uh…well…" Otto hesitated, when suddenly his cell phone made a beep. Quickly, the scientist took it out to look at it…and then sighed. "I'm so sorry Sophia…but I am needed at work."  
>"It's alright, I understand." Sophia replied gently, standing and beginning to take the dishes.<br>"Oh! Don't worry about those, I can get to them when I come back" Otto said quickly, not wanting her to trouble herself more than she already had.  
>Sophia only smiled at Otto, before she returned to gathering her original ingredients into her icebox, and placed the dishes close to the sink. Making sure she got everything, she reached in her pocket and blushed lightly.<br>"Hey…one more thing"

"Yes Sophia?" Otto asked, turning to look fully at his guest. The scientist blinked as he was handed a card, and looked up curiously.  
>"That's an invitation to spend Christmas with Simone and I" Sophia explained, smiling. "I won't take no for an answer"<p>

Otto looked touched for a moment, looking down towards the card in his hands and studying the care that had been taken to prepare. "I will…certainly do my best" He replied, inwardly trying to list all the possible things that he could get Sophia as a present…and Simone! Yes, he couldn't forget about her.

Sophia was silent as the man seemed to ponder. She let out a nervous breath…and quickly kissed his cheek. "I'll see you tomorrow then, Otto" she said, turning and quickly exiting the door.  
>Taking a moment to register WHAT had just happened, the scientist slowly touched a hand to the cheek had been kissed…and let off a blissful sigh.<p>

***SM***

As if one robbery wasn't bad enough, two of them by the SAME guy, at the SAME place was something left to be desired. Not to mention the terrible horrible day at school that had DRAGGED out all day didn't help things at all. Spider-Man jumped quickly into the air as a huge wave of sand practically SMASHED itself into the space that he was once occupying.

"Ya know, when people say that Spider-Man is a smash-hit; it's only a figure of speech." The hero groaned out as he continued dodging hit by hit, curtesy of Sandman himself.  
>"Yeah, Well I ain't picky!" the sandman replied, throwing a wave of sand in Spider-Man's direction. Hitting its mark, the sand sent the hero spiraling into the streets of Manhattan. Spidey let off a few spits and coughs, before he slowly forced himself to get up. Oh THAT was going to hurt tomorrow, but more importantly, it hurt NOW!<p>

ring…ring…

Oh man, NOT NOW!

Spider-Man was quick to shoot a few webs in the Sandman's direction, as he quickly answered the phone. "Uh, Hi Aunt May! I know I'm a little late but—"  
>"Peter, I know you have the carnival to go to, but could you stop and pick up some sweets for me? They make the best candy apples, and my friends would love to have some"<br>"Uh, sure! Whatever you say! Gotta go bye!" As soon as he hung up, Spider-Man flung a web at the nearest building and started to swing for the villain. First the new guy two hours earlier, now this. And experience told him that the new guy was PROBABLY going to strike again-

SMACK!

"ungh" the hero had to shake his head a few times to get back to reality…however, all he saw was the villain above him.

Whack!

Sandman let off a yell, before looking behind him, only to get SMACKED in the face by a whip…an energy whip of all things. Recoiling from the blow, the man growled and turned to face whoever had the gall to do that. On the other side of the ally, the Flying Fox was holding a weapon…and a long…energy whip looked to be growing out of it.  
>Sandman growled and completely turned his back on Spidey. "OH yer gonna regret that girly!"<br>Flying Fox said nothing…but only smiled and motioned him to look out behind him.  
>"HA! I ain't THAT Stupid-BUTGHH!"<p>

Sandman let out a yell as Spider-Man took the opportunity to fire his webs rapidly at the villain, encasing him in web shooter. He continued to shoot until it was a giant sticky ball of pure stuck. Spidey coughed a time or two, rubbing his head and groaning again.  
>"Well…I guess I owe ya one, Foxy…But now, just WHO are—"<br>Spider-Man had turned to face the Flying Fox… to FINALLY get some answers; but he found she was no longer standing at the end of the ally…but flying away into the autumn night.  
>"…you?..."<br>Spider-Man groaned and crossed his arms. If he was going to find out who this chick was…he was going to have to really step it up. She had helped him twice…but her mysterious demeanor made him…antsy…and he was a Spider.

***AP***

Simone yawned while she flipped the channels on the TV, nibbling on some popcorn as she fiddled. It really had been quite the day, and the girl was kinda hoping that the night would be nice and peaceful, unlike last night when Marril had woke her up at 3:30 a.m. demanding treats.

"Oh my" Sophia yawned as she exited her bathroom with a wet towel around her head and a bathrobe loosely fastened. "I wish more days could be like this. Barely a problem at all"  
>Simone smiled in reply. If that was the case, then she'd better not mention that Marril had broken one of the dishes.<p>

"I'm looking forward to sleeping in tomorrow" Sophia muttered, taking a seat beside Simone and throwing a piece of popcorn in her mouth. "Considering I don't need to see Otto- eh…Dr. Octavius until after lunchtime."  
>Simone smirked…and turned to her cousin. 'Why do you do that?'<br>"Do…what?" Sophia asked, fidgeting.  
>'Express your feelings for Otto, and then quickly try to cover it up?'<p>

Sophia blushed a bright pink, and looked away, hating the knowing look in her cousin's eyes, and fidgeted even more. I HATE it when she does that! It's like she's got this homing beacon on her!  
>"I don't…know what you—"<p>

"…Other news today, a man known as Octavius was taken down by New York's very own Spider-Man, details on this."

HUH?

Both Sophia and Simone were torn from their banter, only to see the news screen confirming what they thought they just heard.

"Thank you, Steve. A scientist known as Otto Octavius was put in custody today after a freak accident caused him to become permanently fused to one of his machines. The after effect—"

"WHAT!" Sophia quickly stood, and turned up the volume. "That can't be right! I had breakfast with him this morning!" The girl let off a harsh breath and then looked towards Simone. "He would have notified me if something had happened!"  
>Simone looked worriedly towards Sophia, who was frantically taking out her cell phone as the television continued to report her worst nightmare.<br>"Pick up Otto" she whimpered as the phone rang…and rang. "Pick up!"  
>"..-villain Dr. Octopus is currently being sent to a heavily guarded prison, where he will join the rest that Spider-Man has put away"<br>"PICK UP!

"This is Otto Octavius."  
>"Otto! You're—"<br>"I apologize, but I am currently unavailable at this time. Do leave your contact information, and I will get back to you as quickly as I can"

This can't happen…Looking back towards the screen, Sophia felt her heart shatter as she watched the pictures of Dr. Octopus being driven away by police cars.  
>It can't be true…It just couldn't be true…<br>"…Otto…"


	4. Chapter 4

The sound of a pencil caressing the surface of a notebook was the only sound that filled the apartment of the Vincent girls. The sun was high above the clouds, greeting all who enjoyed late mornings. Strangely enough, the cat was not interested in the morning just yet. Cuddled on the edge of the couch, Simone sat quietly, writing in her notebook.

Thanksgiving was approaching…and it had been at least a month since the news of Otto's…transition. It didn't really help that just this morning there had been a report of a break out at one of the prisons.

Sophia had taken it hard, doing everything that shoe could to somehow get information about the ordeal…and try to talk to Otto personally. Simone knew that most of her efforts had negative results; but one thing she knew for sure was that her cousin was…very broken.  
>Letting off a sigh, the girl picked up her phone and started at text message.<br>'Ray; try to ask Fowler if I can speak with Flash…this is getting serious, and I may need her help'  
>There was a moment of waiting, before Ray's reply came. 'I'll see what I can do; just PLZ don't make me do anything illegal.'<br>'Never' Simone closed her phone and then looked out the window. She had managed to get tickets to the theater about a month ago; and had been planning to force Sophia to go on a date with Otto. Unfortunately the show was tonight…and it didn't look like Otto was getting out of jail any time soon. Simone pursed her lips at the thought…if only she could somehow manage to get access to Otto…  
>Maybe…just maybe…<p>

***CS***

Sophia sat by the window of the coffee shop that she had grown fond of, glancing out the glass. A bowl of fruit kept her company as she waited on her mocha latte. Though… food was the last thing she was thinking about. Her job had suddenly become less interesting. Sure she cared about the science and its effects on animals and humans alike. Not to mention the tech that Mr. Osborn was showing her was…fascinating. However, it did little to cover up the fact that the scientist that she most respected…and…even loved…had practically turned his back on her.

She had seen the security footage of his accident, which had reminded her of her own along with Simone. Only in his case, a villain known as Green Goblin had been responsible for trapping him inside and nearly killing him. Sophia felt a rush of anger at this 'green goblin' character…how could he do that to Otto? Otto had done NOTHING to him! For that matter…how could Otto have said the things he did?  
>'Otto Octavius was weak; Call me Dr. Octopus!'<br>Sophia's grip on her fruit bowl tightened. How could he have thought himself weak? Otto was brilliant, useful, resourceful and very kind. How could he have possibly seen any weakness in himself? How could he think that Dr. Octopus had something that he didn't already have? How could…he forget her?

"Excuse me?"

Sophia was dragged out of her thoughts, and looked up, noticing a young girl with blonde hair and glasses looking at her. A young man with short brown hair was beside her, and he was holding a tray with three cups on it. "Hey. We noticed that you never acknowledged your order, so we thought we'd bring it to you" The boy said, taking one of the cups and slowly handing it to her.  
>"Oh! Thank you both!" Sophia quickly took the steaming cup from the young man's hands and smiled weakly. "I suppose that my mind is wandering too much due to my busy schedule."<p>

"I understand what you mean" The young girl said, motioning towards the boy who was with her. "Peter's always thinking about everything all at once, and he's always on the go"  
>"Hey- that's not true Gwen!"<br>"Oh really? Wanna explain why you always keep disappearing?"  
>Peter paused, and then pursed his lips, trying to come up with a good excuse. Gwen gave him a look and then looked back towards Sophia, who was smiling warmly. "My point exactly"<br>Sophia giggled softly in reply.  
>"Hope your day gets better" Gwen gave off a polite wave as she and Peter exited the shop. Sophia waved back, smiling at the pair…and then looked back down, pursing her lips. Such a cute couple…<p>

***FB***

"Please, I need to speak with Otto Octavius"  
>"Certainly…he's on break. Let me see your license please, ma'am, and let me page an officer"<br>"Yes sir."  
>"One moment:…Sarge, It's Falwell, I've got a girl known as Vincent here, wanting to have a chat with Doc Ock"<br>"Otto, Sir"  
>"Right, Mr. Octavius…kay…Oh really? Will pass that information. Miss Vincent, the prisoner you requested states that he is not acquainted with you."<br>"Wh-…What?"  
>"I can escort you back to security if you'd like ma'am"<br>"…no…No that's…fine…Thank you officer."

***CS***

Sophia gasped as she felt tears threatening to spill from her eyes. Quickly the girl wiped her face with her sleeve and crossed her arms. The news report that she had seen on TV while on the way here only tightened her heart…Otto had escaped prison, alongside other crooks…and she got the feeling that he was going to be after Spider-Man. It was…the exact opposite of who he was- it scared her. Still…she had to be strong. She had to find a way to talk to him somehow.

She just…couldn't lose the man that…she loved.

A sudden buzz pulled Sophia out of her daze, and she looked down to see a text from Simone.  
>'Still joining me for the show tonight?'<br>'Actually, I'm thinking about putting in extra time for my reports for the boss.'  
>'You've been working overtime too much, Sophia. You need to rest.'<br>'I can't; I'm far too busy. I need to keep my mind on work.'  
>'No. You're trying to keep your mind off of Otto.'<br>Sophia paused at the last text and looked away, not really sure how to respond to that. After a moment, another text came in.  
>'Listen, I know you're thinking about him, and I want to help him just as much as you do; but even God rested on the seventh day. Gen 2:2-3. Come at least TRY to relax with me'<br>Bible verses…she just HAD to throw in bible verses during this hard time. After a moment, Sophia smiled and then sighed. Her cousin WAS right of course…she had to try and make time for herself; as well as the One Who meant the most.  
>'Fine. When does the show start?'<br>'Five I believe. It's 12:30 So you can take your time at the coffee shop…OH! Go hand at Macys for a while! It's your day off anyways! Have some fun and buy something!'  
>Sophia smirked and quickly put her phone back in her bag before Simone could give her too many ideas.<p>

***SM***

Spiderman swung through the busy streets of Manhattan, his new black suit absorbing the heat from the autumn sun. It was actually welcome, considering how chilly it was getting in the big apple. What he really needed was some warmth for his own soul. After he and Gwen had separated from the coffee shop, he had managed to run into Eddie…who was STILL ticked with him.  
>He swung and back flipped in the air until he was perched on the top of the Empire State building and crouched in a sitting position as he observed the city. However his thoughts were far from the city – he was absorbed with the look of venom from Eddie. His closest friend…his practical brother was now like a stranger to him. He wanted to tell Eddie that it wasn't his fault that everything always came crashing down on him.<br>Then again, he couldn't just go parading it around that he was Spider-Man. He'd get too many friends…AND foes.  
>Speaking of which…Spider-Man's eyes narrowed and he pursed his lips behind his black mask. Since the night of Sandman's rampage and Dr. Octopus' lock up, he had only seen Flying Fox one other time. Apparently she got mixed up with the Green Goblin…however, due to his WONDERFUL luck, ol' Gobbie had switched his interest from her to him.<br>He still hadn't managed to get one WORD out of her. It was like she was mute or just extremely shy. He didn't want to get ahead of himself…after all, Black Cat was a bad good girl. She was a thief, but she wasn't willing to just HURT others. It also helped that she assisted in his thwarting the Chameleon.  
>At least SHE spoke…Flying Fox on the other hand…<br>Don't go jumping to conclusions, Spidey…after all, she doesn't seem too fond of all the baddies in the big apple…so until she gives me a reason not to trust her…I guess I can view her as a good guy- uh girl…whatever.

ScrrreeEEEECCCCHHH!

Spidey looked up, eyes narrowing as he saw a swarm of police cars heading in the direction of Time Square. "Nothin' like somethin' to take my mind of my troubles." He mused, flinging a web and swinging off to see what the commotion was about.

***TS***

'So considering that tomorrow we have service, it might be a good idea to get to bed early tonight' Simone suggested as she and Sophia headed for the crosswalk in order to get to the theater that they were aiming for. The mute girl looked towards her cousin and smiled. 'Still, no reason why we can't catch a fancy dinner after the show.'  
>Sophia smirked at her cousin, and waited for the signal for the crosswalk. Placing her hands on her hips, the girl let off a scoff. "Fancy nothing, you want to go to Le Bernardin don't you?"<br>The mute girl put her hands behind her back and tried to look innocent. This only made Sophia laugh and start walking as soon as the light went on. "Well guess what, as soon as you stopped texting me, I actually made a reservation for there, so—" Sophia grunted and then laughed as Simone practically glopped her in gratitude. "You're WELCOME" she laughed, pushing her cousin away and trying to continue to walk safely.  
>Sophia looked over her dress clothes, and then looked back towards Simone playfully. "If you mess this outfit up, you are in such—"<p>

Both girls gasped and braced themselves as Police sirens howled at them, and a train of about seven police cars, plus a swat unit flew by them. Sophia and Simone waited for a moment, before looking curiously in the direction that the cars flew…and they had actually stopped only a block away.  
>Sophia blinked and took one step up. "What was that just now?"<br>Her cousin made no reply, she was looking at the scene in concern. Oh no…I hope Spider Man shows up quickly…

Something DID show up…but it wasn't Spider Man, It was… a giant Rhinoceros! The police shot as rapidly as they could, but the villain SMASHED through the armored vehicles like they were mere playthings. He then proceeded to knock over a group of officers, as well as HURL a police car into the middle of the street straight for Simone and Sophia. Simone gasped and Sophia winced, completely unprepared. NO! How could she get Simone out of the way?  
>The girl really didn't have to worry- because as if by magic she felt an arm around her and the feeling of weightlessness hit her. It felt like she was flying…and falling all at the same time.<br>Opening her eyes, she was stunned to see both herself and Simone clinging to Spider-Man as he swung them to the other side of the street, close to the theater.

"Thing about Rhinos, ladies; they aren't extremely friendly." Spidey said, landing and gently letting both girls out of his grasp. Sophia let out a few pants and then looked over towards the hero. "I'll keep that in mind" She replied, quick to take hold of Simone and look back towards the Arachnid. "Thank you Spider Man!"  
>"No worries! Now clear the area!" Spidey replied, quick to fling a web and swing for the large crook. As he took off, both girls were perplexed for a moment, before Simone quickly tried to get Sophia's attention. 'Sophia! You have to get out of here!'<br>Sophia didn't pay attention, she was too busy watching as Spider Man's foes…seemed to grow. First Rhino…then Sandman…then Shocker…Vulture…Electro…  
>"He's outnumbered" Sophia muttered, wincing and taking a few steps back, a troubled look on her face. However, that look only increased as soon as she saw Dr. Octopus arrive. Otto—he was large and looming, his eyes reflected greed and hate…and the menace in his stance…he couldn't!<br>"Otto!"

Dr. Octopus didn't notice the call…he was too busy looming over SpiderMan, his allies and himself ready for the attack. "Now then, Arachnid…any last words?"  
>SpiderMan grimaced and his shoulders sagged. "Humina Humina Humina, comes to mind…" he muttered, as the group of six started to march over towards him.<p>

Sophia let out a breath, and then quickly tried to run over, however she was stopped when Simone all but yanked her back and then tried to pin her to the building. She couldn't communicate while she tried to hold her cousin against the building –WHOA! Both girls stopped struggling with each other when they noticed building debris falling to the street, and cars exploding from the result of the fight before them. People were running everywhere, trying to steer clear of the fight between the six villians and the one hero. It was a living nightmare.  
>Simone panted…and then quickly looked back towards Sophia, making quick signs. 'Sophie, listen to me! You HAVE to get out of here!'<br>"ME? YOU need to get out of here, I need to speak to Otto!"  
>'He's not Otto right now, can't you see that?! You won't be helping him later if you get killed now!'<br>Sophia growled lightly at Simone's point, and looked over towards the fight as the villians kicked Spiderman around like a play toy. They were serious…Otto…Dr. Octopus was serious. The look on his face…wasn't Otto anymore.  
>"…Lead on" She muttered. Simone nodded, and then glanced around, before noticing a subway stairway. That could be useful…but then again, it was too obvious…if they were going to use a subway, they needed to get at LEAST five blocks away. Simone turned to get her cousin's attention…only to discover to her horror that Sophia had taken the opportunity to get from her grip, and run for the fight.<p>

Sophia ran as fast as her feet would carry her, partly to leave Simone behind where it was safe, partly to get to the fight faster. Inwardly she was screaming at herself. What could she POSSIBLY do?! There were SIX of them, and the only one she wanted to get to was at least a block away. Looking up, Sophia frowned. It didn't HELP that one of these guys flew. "Otto Stop!" The girl paused and then stopped running when she saw Spider-Man get SLAMMED into the Time Square screen. Wincing, Sophia took a step back…and then ran towards the hero. You're an idiot Sophia, an absolute idiot! Before the villains could get to him, he had succeeded in opening a man hole covering and jumpped in. However before they could get to the opening, Sophia managed to get in-between them and their target, and blocked their path.

"Now see here little lady, yer gonna regret gettin' in tha way" Shocker said, slowly advancing on the girl. His eyes narrowed and he made a motion with his hand. "Best ya'll move along"  
>Sophia let the tiniest of grimaces leave her, however, she did not budge from her spot. If anything, she actually made herself more secure in the area she was in. Glancing very slightly in the open hole's direction, the girl let off a small breath, before she quickly looked back to the front.<br>"Otto! Stop! You have NO idea what you're doing!"  
>Dr. Octopus gasped at first at the new arrival…before he frowned and hardened himself forcefully. "Miss. Vincent…you would be wise to step aside." He warned, taking a few steps up closer, his eyes narrowed in focus.<br>Sophia actually trembled at the force in Otto's voice—and the look of darkness in his eyes that were even more shaded by his oval optical goggles. The girl shuttered and did take a step back, but put her arms out slightly, as if to block the way to Spider Man. "What are you DOING? What do you hope to accomplish? This isn't you! This isn't the Otto Octavius that I know and l-…Just Stop!"

Dr. Octopus stayed still, the hard look on his face never wavering. If one looked closely, they could see his face grimace only oh so slightly, but return as if it were never there. "You're right about one thing, Miss. Vincent…this ISN'T Otto." He replied, his eyes narrowing dangerously. "Otto Octavius was weak. He had the determination, but didn't have the impudence to get out and MAKE things happen" He waved one of tentacles in the air and made it point at the girl. "I am Dr. Octopus! And I warn you again…Step…Aside"  
>"No!"<br>"Aw Fer crying-" Shocker groaned, before Electro took a step up. "I got her" he announced, quick to charge up a blast and fired in the girl's direction.  
>"NO!" Quickly, one of the arms from Dr. Octopus' harness shot forward, wrapped itself around Sophia and YANKED her out of the way before the blast could hit its target. Sophia let off a yelp as this happened, and clung to the arm so as not to fall 20 ft. below towards land. The girl panted and tried to struggle, but kept herself as well as she could NOT to panic.<p>

"Doc?" Electro asked, stunned that the criminal mastermind in the making had SAVED the girl, rather than letting her learn her lesson at the hands of the Sinister Six.

Dr. Octopus held Sophia higher in the air, his eyes narrowed…and then caught himself in the act. Growling for a moment, he examined the area. Sure enough, Simone was not far behind. Closer to the theater building. "Rhino; get that girl over there and bring her to me." He ordered, turning and carrying Sophia to one of the armored Police vehicles.  
>Rhino raised a ridge, but promptly did as told. Simone tried to run, however, Rhino was too fast, AND too strong for her to resist. The girl tried to struggle, but she found herself dangling in the air being held up by her wrists.<p>

Rhino followed Dr. Octopus as the latter got to the armored SWAT vehicle and tossed Sophia inside. Not too long after, Simone was thrown in as well.  
>"Otto stop! OTTO!"<br>Dr. Octopus frowned as he slammed the doors shut, and bared the door handles together. Frowning, the good Doctor turned and pointed towards the man hole cover. "Sandman! You Shocker and I will search for the accursed Arachnid! Electro, Vulture and Rhino will stay behind and keep the police busy."

"Got it"  
>"Right"<p>

"I don't get it Doc; why'd you bother to save the weak?" Electro asked as Dr. Octopus headed for the man hole. The scientist paused and pursed his lips, his eyes narrowing. An answer inside him was trying to escape…but he pushed it down with a firm hand, and then turned towards Electro, smiling pleasantly. "So charmingly uncomplicated, Electro. When building an empire, you must show the people why they need a reason to fear you, so they can respect you. And what good would that be if they're dead?"

"…Yeah…Good point Doc!" Electro seemed to take that as a reasonable answer and then proceeded to join Rhino and Vulture. Dr. Octopus nodded and then jumped down into the sewers below, eyes narrowing. He looked around in the darkness and did his best to make out the shapes. Tunnels…power cords…stumps that looked like turtle shells. Octavius frowned and continued on his way, Shocker and Sandman close behind him. His eyes narrowed further as he felt a tightness in his chest.  
>I can't hurt her…I…Love her…<br>NO…I will NOT be weak!

***MS***

Simone coughed uncontrollably for a few seconds as she and Sophia were FINALLY rescued from the SWAT vehicle. One of the officers that helped her out kept a hold of the girl who was trying to breath and narrowed his eyes when she finally started to calm down. "You alright, kid?" he asked, to which Simone let off a slow nod, putting a hand to her chest to calm her down.

Sophia was helped out by a female officer and was examined for injuries. The girl winced at a pain in her shoulder, and looked over only to find a small trickle of blood coming from her arm. Oh wonderful…there goes her new blouse. Seeing movement to her right, the girl spotted Captain Stacy talking to some of his officers and quickly ran over.  
>"Captian!" she yelled, earning the officer's attention. Captain Stacy grimaced only slightly, and turned to face the girl fully. "Miss. Vincent, this isn't the best time—"<br>"I think you need to MAKE time" Sophia replied as politely as she could while being furious. Making a motion towards the carnage in Time Square, she looked panicked. "I thought you assured me that Otto was getting the best care at Ravencroft! But the man I just met was NOT Otto! I don't think he was even human!"

"Miss. Vincent; Mr. Octavius never got the chance to be moved to Ravencroft. He was due to be moved next week" The Police Captain frowned at the distressed girl and tried to talk softer. "He escaped last night."

Sophia clentched her fists…and then started to head for the man hole that she had seen the villians head for just a half hour ago. The Captain however was quick to move in her way. "Miss. Vincent, I'm going to have to ask you to head back home where you'll be safe from this unfolding mayham."  
>"I can't stand around and do nothing. I have to help him!"<br>"Miss. Vincent—" Captain Stacy didn't get to finish because Simone had quickly run over and grabbed Sophia by the arm.  
>'Sophia stop! There's no way you can safely approach him while he's this way. Please you HAVE to think!'<br>"I AM thinking; about him!"  
>'Sophia, Go home!'<br>Sophia got slightly steamed and turned towards her cousin. "are you serious? Just me?! What can you possibly do for him?"  
>'nothing' Simone signed painfully, but then motioned towards some of the injured officers. 'But since I have taken nursing classes as well as being a registered Vet, I can at least help them until the ambulances arrive.'<br>Sophia felt hot tears threaten to spill out of her eyes. She couldn't just leave! She couldn't just let this go! This wasn't right! It—  
>"Miss. Vincent…Sophia…please don't make me arrest you…" Captain Stacy muttered, putting a hand to the pained girl's shoulder. Sophia tightened up…before her body sagged in defeat. "…fine…" she muttered under her breath, before looking towards Simone and frowning. "But you'd BETTER be home before 10" she said harshly, before turning and heading for the subway, a hand to her head.<p>

Simone watched sadly as her cousin walked off…then looked to Stacy and made a sign. 'Lead me to you officers, Captain.'  
>"Of course Simone. And…for the record I wouldn't have arrested her, but given her a police escort home."<br>'I know. You're so much like Ray.'  
>Captain Stacy smiled slightly, before turning and leading Simone towards some of the officers who needed some attention, while the rest of them kept an eye on the criminal activity. Simone let out a breath and took out her cell phone, narrowing her eyes as she released a text.<br>'Ray…I REALLY need to talk to Flash. I need some of her tech.'

***FF***

"To Spider Man's leguminous defeat!" Vulture said raising a glass of champagne as the whole group sat around a table at Le Bernardin, holding the staff hostage while they ate. Even the poor waiter was standing in front of the large hole that they made to the entrance of the hotel…so snipers wouldn't do much good.  
>"Defeat? Job ain't done till it's DONE" Shocker replied, putting a firm finger on the table. How could the old buzzard think that Spiderman was finished, when he had CLEARLY escaped?<br>That seemed to be exactly what Rhino was thinking, because he ended up SLAMMING his hand to the table and growled. "YOU yahoos lost the creep; Next time I smash him myself!"  
>"It didn't help that the little princess came to Spiderman's rescue" Sandman crooned, waving a hand in the air for emphasis. The thug let off a scoff and put a fist in his other hand. "I'll bury the little princess in her own sand castle next time I see her!"<br>"You will do no such thing" Dr. Octopus replied calmly, eating his steak pleasantly as though he had a reservation there the whole time. He proceeded to look up and notice the looks that he was getting from the others. "Yes, gentlemen…and Rhino. We're all frustrated, but the Ariachnid will be crushed."  
>"How? And How do ya expect ta crush 'em when yer PRACTICALLY doing the creep's job yourself." Sandman demanded.<br>Dr. Octopus never flinched, only folded his hands on the table. Truthfully, he was already having that same self-bereavement. If he was going to be a strong criminal mastermind, then the safety of others was not something that should be of interest to him.  
>…However…Sophia Vincent meant the world to Otto Octavius…<br>No matter. She needed to stay out of the way, so he could succeed in his true goals.  
>The scientist only smirked at the rest of his team. "Oh Sandman, so quick to jump to conclusions." He replied in a sinister voice. "When luring a hero into a trap, you need hostages that are alive" Dr. Octopus drummed his fingers against each other and nodded. "He cares about their safety; their lives are what he is there for. As long as we have live bait, he'll come. He can't help himself…Check please." He cooed pleasantly towards the trembling waiter nearby.<br>"Um…on the house, sir?"  
>"How kind of you…and wise" Otto replied, wiping his mouth clean and smirking.<p>

***NC***

Flying Fox looked around at the buildings one by one. Last she had heard, the group had taken hostages at a bank of all things. To her, it sounded a lot like a trap. Why target Spider Man, then just suddenly do a petty crime like rob a bank? Chances were, they were going to trap the hero and try to do away with him…  
>…she couldn't allow that. Especially since every single one of these guys were motivated for the wrong reasons.<br>Ok…now where are you?  
>As she got closer to the bank, she noticed some carnage on the roads, and how scarce of people that it was. Narrowing her eyes, Flying Fox flapped her wings in order to hover above a particular part of street. Ok…they had been here…but where—?<br>OH NO!  
>Flying Fox swooped to a stop when she found the six, who had Spider Man tied up in Dr. Octopus' mechanical arms. "Rhino, you won the coin toss." She heard the mechanical armed villain say pleasantly. "Will you crush his skull or simply impale his heart on your horn?"<p>

Narrowing her eyes, Flying Fox quickly tucked in her wings and dove for it…

"Ooohhh…Impale! Impale sounds good!" Rhino replied, smirking evilly at Spider Man, who surprisingly, had no comment. "What'sa matter Web creep?" he asked, beginning his charge on the masked vigilante. "Too scared ta crack a last—"

"UNGH!"  
>Most of the six looked behind them to see Vulture being tackled to the ground and then being put in an awkward strangle-hold. With their attention distracted, Spider Man's eyes narrowed, and he was quick to spit out some webbing from his suit to get Rhino and Dr. Octopus shaken.<br>Electro noticed the struggle that the hero took and quickly charged up his electricity. "I'll get him!" he said, not bothering to really think as he shot a wave of electricity that hit Spider Man, AND Dr. Octopus.  
>"oops…"<p>

"I got this critter here!" Shocker announced, quick to run for the Flying Fox. The girl's bat-like ears perked, and she glanced to the side…only to flex her wings and quickly fly up, allowing Shocker's blast to hit Vulture a block away into the park. Shocker winced at the damage that had happened to one of his own, and then looked up to try and find the little pest. As soon as he saw her, her wings were spread…and out of her mouth came a shrill screech that echoed against the buildings.  
>"UNGH!"<br>"AAAHHH!"  
>All except Rhino and Dr. Octopus were quick to shield their ears from the shrill sound…even Spider Man winced, but was quick to jump up and run straight for Electro, shoot a web at his feet, and then swing him round about until he SLAMMED the electric villain into the group of villians as though he were bowling.<br>As the crooks groaned, the hero's eyes narrowed…before he looked up towards Flying Fox, who appeared to be flying for the park. She was after Vulture again. Fine the rest belongs to us.

***AP***

There was nothing but silence in the apartment of the Vincent girls. Perhaps maybe the ring of a cat bell, while Marril scratched at one of his ears as he was perched on his cat tree. The city had become strangely active and silent at the same time. It was like no one wanted to be in the streets…maybe it was because of that loud banging.

Ring…Ring…Ringg…

"Hey, You've reached Sophia and Simone Vincent. Leave a message and we'll get back to you!"  
>"Sophia? It's Becky. Listen I've been trying to call Simone and I was texting her sometime at five, but then I lost her. I know you guys had that theater thing, but it should be over by now. I can't get ahold of her. Please call me as soon as you get this? I'll be praying."<p>

***PK***

Dr. Octopus growled as he launched his arms at Spider Man, who dodged the attacks continually. Frustrated by the lack of damage being done to the spider, Shocker was quick to try his hand at taking the creep out. However, the web slinger managed to get past that threat as well by jumping off the bridge that he had been perched on. Quick to take this opportunity, Dr. Octopus let his arms charge out for the Arachnid as he fell over the side; however, Spider Man flung his webs at the villain and hauled him down with him.

"Doc!" Electro paused and then quickly charged up a wave of electricity, taking into account that Shocker was doing the same. Before they got the chance, however, Flying Fox quickly swooped down and took out…what looked like an energy whip, and SLAMMED it against their feet. The energy from the whip actually intermingled with the power of Shocker and Electro- and they ended up shocking each other, both crying out in alarm and pain.  
>Flying Fox landed behind them and winced at the result of the now in-pain villains before her.<br>Ok, better not do that again.

"Try to take ME on, pint sized!"

Flying Fox turned—only to be SMACKED into the air at a force that she did not expect. Twisting her body as she began a free fall, the girl extended her bat wings and then let out her battle shriek in Rhino's direction.  
>Rhino only looked up at her, cocking an eyebrow, and then reeling back his fist, ready to punch her to kingdom come. Flying Fox winced slightly, and then quickly flapped her wings, quick to dive away from the oncoming danger.<br>Right…the screech won't work on Rhino…his armor is protecting him from my soundwaves.  
>Flying Fox pursed her lips, and then quickly looked to the side when she noticed Spider Man swinging from the bottom of the bridge and shooting webs at Electo and Shocker, who had somehow recovered, and then SLAMMED them down to the ground.<p>

Flying Fox's features grew concerned. Spider Man was fighting…dirty.

She felt pressure on her feet and quickly looked down. Oh no…  
>Quickly she was SLAMMED into the ground, and went sliding close to where Spider Man was. She spit out a small ounce of blood as she slowly got herself up, and found herself two yards away from Spider Man. Flying Fox managed to stand up fully, but actually shrunk when she saw the spider-hero looking at her.<p>

He was…dangerously serious for a hero that normally makes jokes during his fights.

Hearing commotion behind her, Flying Fox turned as the rest of the sinister six slowly started rising up, save for Electro and Shocker, who were still sizzling from the shock and drop. Spider Man narrowed his eyes…and then quickly grabbed Flying Fox's arms and spun her around without warning.  
>Flying Fox gasped and tried to extend her wings as she was let go at a break-neck speed, but practically SLAMMED into Dr. Octopus and Vulture. As soon as they were down, the black suited Spidey clenched his fists and quickly began another assault on Sandman by using Shocker's tech against his own team mates.<p>

Dr. Octopus groaned as he forced himself to get up with some difficulty. Behind him, Vulture was uncurious and the new creature that Shocker had identified as 'Foxey' was slowly trying to get herself up. Narrowing his eyes, Dr. Octopus quickly slammed the back of one of his arms against the girl, sending her sailing away.  
>"One pest down…one more to go" The doctor muttered to himself, turning his attention on Spider Man. The hero hadn't said ONE word since he got there; which meant he was actually serious for once – which also meant that he wasn't holding back. Even better. He would bide his time…not yet…almost…Now.<br>Octavius honed in on the hero after he had made a punch in Shocker's direction, and it backfired on both of them, sending Spiderman sliding in his direction. Dr. Octopus grabbed the Arachnid by the head and hoisted him upwards, glaring evilly at him. "I knew you were finally getting serious when you stopped cracking your pathetic little jokes…"

Flying Fox slowly stood from where she had been hurled and let off a soft whimper of pain. Oh…THAT was going to hurt in the morning. Wincing, the girl glanced behind her to check on her wings. They were flappable, but chances were flying was going to be stiff. She couldn't think about that now; right now she had to stop-…Spider Man?!  
>The bat-girl gasped when she saw that Dr. Octopus had intended to impale Spider Man on Rhino's horn…but an angry Spider Man had gotten the upper hand and knocked Octavius unconscious. Picking up the limp doctor, the black Spider Man took one of Dr. Octopus' sharp arms, and prepared to impale the scientist.<p>

SCREEEEEECHH!

Spider Man quickly looked to the side, only to find himself tackled to the ground. Flying Fox, her wings extended, had the Spider-hero's wrists gripped and was rolling around the ground, trying to get the upper hand.  
>Spidey let loose…almost an inhuman growl, before he quickly punched the bat-girl away from him, sending her spiraling. Flying Fox shook her head as she sat up, only to find that Spidey was going back to Dr. Octopus to finish the job.<br>NO!  
>Flying Fox swung her legs up and managed to stand upright. She took out her energy whip and caught the hero's feet by it, before SLAMMING him down on the ground. Spiderman let off a small 'ungh!' and shook his head. Ok…we're not being nice anymore…<br>Spider Man quickly got up and ran for the bat-girl, missing the fact that behind him, Octavius was beginning to come to.

"ungh…" Shaking his head a couple of times, the scientist tried to figure out where he was…and how—His thoughts were shattered as he saw Flying Fox land on her back painfully. The girl slowly got up, extending her wings and quickly shooting up for the sky. Less than a second later, Spider Man was occupying her space, and it looked like he was pursuing her.

Dr. Octopus looked at the battle in puzzlement at first…but then started taking observations as a good scientist should…Flying Fox was trying to keep Spider Man away…from HIM!

Flying Fox found herself SLAMMING against the cold, unforgiving ground for the fifth time that night and whimpered slightly, trying to sit up. This was NOT what she had in mind when she planned to defend Spider Man from the six. She merely wanted to make sure that Spider Man didn't get impaled…she didn't think that she would be saving THEM from him! But-…she had to! This was important! This-  
>Flying Fox gasped and looked up when she saw Spider Man looming over her, his eyes narrowed dangerously.<p>

This…this isn't Spiderman…

"Spiderman Stop!" A voice came from behind the fight. Both Spider Man and Flying Fox glanced over to see Captain Stacy and some of his police officers behind him. "It's over!" he called, shocked to see that Spider Man was actually being…dangerous.

Spiderman frowned for a moment, but he quickly turned and swung away into the night, not making a sound besides the slinging of his webs. Flying Fox let off a small sigh of relief, pushing herself up, and spitting out more pink liquid. She put a hand to her opposite arm, wincing at the pain that she felt in it. It BETTER not be broken…or else she was going to get a handful…  
>Flying Fox paused and then looked over towards Dr. Octopus, taking note of his watchful gaze on her. The bat locked gazes with the doctor for a moment…before she quickly spread her wings and shot off into the nighttime sky before the Police could get her for any questions.<p>

***PS***

Octavius groaned in both pain and frustration as he and the rest of the six were shoved into individual armored cars for transportation to prison. Everything had been planned; they had Spider Man RIGHT where they wanted him. Though his new suit seemed to be some sort of…semiauto… as though his powers had been increased by whatever it was.  
>He needed to find out how Spider Man could be trapped without all of this…indignity.<br>Though his dignity certainly hadn't been saved. His life had been protected by a female of all things…what WAS she? She looked like a bat…and yet Shocker had called her 'Foxey'.

…a flying Fox…

Dr. Octopus looked up slightly, a memory hitting him. A Flying Fox! Of course! The creature that he had been experimenting on four years ago had been a bat! But Sophia and Simone had gone into the chamber when it malfunctioned! Octavius narrowed his eyes slightly as he calculated the moves of the Flying Fox.

She had been agile, as though trained by someone in the military…She had gadgets that could only come from other scientists…and she never spoke…  
>No…you can't hurt her! That would break Sophia's heart!<br>Well then, she shouldn't have stuck her nose into things that are not her business. I will teach her not to interfere with Dr. Octopus…  
>I can't do that…I just can't<br>…I refuse to be weak…even if she is a 'friend'  
>"Until next time…Simone" Dr. Octopus muttered out loud to himself<p> 


	5. Chapter 5

Thanksgiving is only a few moons away…yet I find myself not being very grateful for…well…anything.

Flying Fox kept her wings spread as she patrolled the lower parts of Manhattan. Her eyes flashed slightly at the movements on the ground. People exiting the subway, cops going for doughnuts, even down on an ally there was something that looked like a large turtle shell go by.

I must be stressed if I am seeing all this…

Flying Fox landed gracefully on the roof of a building and observed the land to her left. Below, the memorial of Ground Zero lay peacefully in the night, the only sounds that could be heart was the rushing flow of the waterfalls…and your average nightly city chaos. The bat-girl let off a sigh and gently sat down on the edge of the building, letting her wings fold around her shoulders and relax. The air had a chill to it, which made the warmth of her wings all the more appreciated. Flying Fox pursed her lips and scanned the night sky, being mindful of the sights and sounds that were happening this dark night.

She hadn't seen Spiderman all night and it was almost an hour after midnight. Part of her was concerned about the web-slinger…the other part was hesitant about coming face-to-face with the Arachnid.

After the incident at the park, the very next night she had found him in a bell tower of all things…fighting with…himself.

Flying Fox narrowed her eyes when she thought she saw movement though the city lights and quickly extended her wings, taking off like a hunter in the sky. She could have just been seeing things…nope, that was him alright. But…when did he bulk up like that?

Gliding against a current of wind, the girl did her best to blend into the night and not be caught by her supposed ally.

What had caused him to become so violent that night? To attack ruthlessly? To fight against her?

…To almost KILL Dr. Octopus? Even if the once scientist was now deranged…he was still a living breathing person. Once a brilliant scientist, now a power hungry villain, bent on destroying all that got in his way.

Was that what was happening to Spiderman? …Should that have happened to her?

Or did it have to do with where her heart resided?

Flying Fox blinked when she noticed nothing was moving for her to follow anymore and she was quick to land, looking this way and that way. Her contemplating had probably caused her to lose track of just WHERE the black-suited Spiderman had gone. She turned to look behind her, tucking in her wings briefly and scanning the area once more

"…Spiderman?"

The sounds of the night prevailed, and the bat got no reply. Pursing her lips once more, the girl extended her wings and took off, continuing her scan of the nighttime sky.

Below where she had once stood, Venom hung against the strong building structure, watching the bat fly off. "Nope. Not Spiderman…just Venom" He crooned in an eerie voice.

***AP***

'Considering that it's Thanksgiving Day, we really ought to get an early start to see the parade in the right spot.' Simone paused her signing so that she could take a sip of the fruit drink that her cousin had prepared for her, and looked back up, smiling. 'We could stand where the Macy's lot is! Since Ray will be here representing the Air Force, I'm sure he would help us squeeze in.'

Sophia leaned back in her seat, arms crossed and a distant look on her face. There were so many things on her mind that she had only paid attention to half of what Simone had signed off to her. Mr. Osborn had been discussing a new method of building implosion; TCRI had developed strange mechanics that actually improved tech. Ray had called offering to spend Thanksgiving with them if he could 'steal' Simone for Christmas…and then there was a matter of…

"…No thank you, Si." Sophia finally said, gently wiping her mouth from her breakfast and looking seriously at her cousin. "I'm…actually busy today."

'Why?' Simone looked shocked. 'It's Thanksgiving! None of your research places with be open today!'

"I have a very short meeting with Mr. Osborn this morning." Sophia glanced towards the kitchen where the dinner ingredients were ready for the dinner that night. Beside most of the things ready was a lunch pack, already packed and ready to be delivered.

"Besides…there's someone that I need to see."

Simone looked worried. Sophia had become increasingly distant lately; as though there was something needing the girl's attention besides work. It had been increasing since the incident with the sinister six…

'Sophia, won't you please take your mind off of Otto for once and try to enjoy yourself?'

Sophia pursed her lips…and then stood up, frowning. "Si. I love you. You're like a sister to me. But I can't simply take my feelings for Otto and shove them down the drain." The young woman turned and headed to a desk, gathering some papers and putting them into a folder. "You didn't recover from your injuries immediately…this is exactly the same."

Sophia let off a slow sigh, before putting on her business jacket over her heavy winter shirt that seemed rather snug. She tightened her winter hat to her head and then grabbed her things from the kitchen, heading for the door. "…Enjoy the parade, Si…and say 'Hi' to your man for me."

That much said, Sophia walked out of the apartment and gently shut the door behind her.

Simone was quite, listening to the soft steps of her cousin departing, the only other sounds being heard was the sounds of the TV, accompanied by scratching sounds from the cat's scratching post. The mute girl let off a soft sigh, and let her gaze rest on her fruit drink. She had no intentions of making Sophia feel like she had to forget about Otto; but she was going to wear herself out if she stressed over this all the time.

Even youths shall faint and be weary…

Simone pulled out her phone, and rapidly typed a text to Sophia. 'Isaiah 40:31. Please come home safely.'

That much shot out, the mute girl put a different number in and waited for it to connect to the databurst. After a moment, the phone displayed a special screen, indicating that her message was being welcomed.  
>'Hey Si. What's going on?' came the greeting.<p>

Simone typed quickly into her phone, narrowing her eyes slightly in concentration. 'Flash; good to hear from you. I hope you are keeping Chase from arresting every imparked vehicle…Listen, dose your medic have any gizmos that can separate machinery from organic tissue?'  
>There was a long pause, before the confused reply came. 'Well that all depends on how involved the matter is. That being said, I may have something that our team had that handled certain…pests. Hold that thought, let me ask…'<p>

Simone blinked at the suggestion and pondered for a moment. It was nice to have friends that knew a thing or two about organics vs. technology. If there was any hope for Otto, then that would make Sophia happy. She had to do this for her cousin…she just had to.

***RC***

"I will defiantly drop this off for you, Ms. Vincent." Dr. Kafka took the small lunch bag from the caring arms of Sophia and peeked inside curiously. "Ah. It looks delicious. I'm sure he will enjoy it." The rehab doctor looked back up towards Sophia and smiled. It was then that she noticed the distant look on the girl's face and grew concerned.  
>"You know, it's not yet visiting hours…but considering that it's Thanksgiving Day, would you like to—"<p>

"I would like nothing more." Sophia replied, clutching her clipboard to her side and keeping her gaze towards the windows of the Ravenscroft building. "…but I'll be unable to come until late…if he'll see me."

"Ms. Sophia, I know this must be hard for you. Seeing your boyfriend suffering through all this." Dr. Kafka put a reassuring hand on Sophia's shoulder…who looked rather spooked from the implication that she and Otto were even seeing each other.  
>"He's-…not my—"<br>"Rest assured; Otto is showing slow signs of improvement. I'm rather pleased, considering that it's only been two weeks since admitting him."

Sophia paused and raised an eyebrow at the news. Otto was…showing signs of improvement already? That…seemed too good to be true. Pursing her lips, the young woman tightened her grip on her jacket and glanced once more towards the windows of the building. This should be making her happy…giving her hope…however, something about this news made her antsy…hesitant.  
>"I…I need to get going." Sophia looked back towards the Rehab doctor and offered a forced smile. "I'll be by later, after the parade and all my errands."<p>

"Of course, and I'll set these aside for Otto"

Sophia nodded once, and then slowly made her way down the sidewalk. For a moment, she narrowed her eyes and pursed her lips tighter. Something was up…as much as she wanted desperately to see the happy innocence of Otto Octavius and his brilliance…The look in his eyes two weeks ago had been dark…power hungry. It hadn't even been Otto that she saw. When she had gotten in the way of Dr. Octopus and the manhole that Spiderman had gone down…all she saw was his determination…to hunt the arachnid.  
>Whatever had happened to him was strong…too strong to just go away overnight.<br>Sophia sighed and processed her options as she continued to the nearest subway.

***PP***

"Ah!" Peter took a few steps back from the burning stove in front of him. Offering to make Thanksgiving dinner for Aunt May had turned out to be a nightmare. Since she was recovering from the heart attack that she had suffered from, he had to be the man of the house. It didn't help when he had school, villains to thwart, innocent lives and Aunt May to take care of all rolled up into one.

Peter let off a sharp wince when he touched the heated metal of the pan that was boiling. One would think after being burnt THREE times already, that he would learn his lesson. Not him…he had stubbornness issues. Or at least that's what all the villains he fought would tell him.  
>Though in this case…it really was only making things worse. Putting a hand to his head, the high school student surveyed the damage that he had mercilessly set to the kitchen. Oh boy…as if he didn't have enough trouble as it was.<br>Sighing, Peter put an end to his attempt at cooking and glanced at the clock.  
>OH. SHOOT! He needed to get to the hospital so he could pick up Aunt May!<br>Taking one last look at the damage he had done to the kitchen, Peter continued down the hall and up the stairs so that he could get his things together.

He groaned as he packed the necessities that the hospital needed in his bag, and making sure his Spiderman suit was fastened snugly. Late again…and it wasn't even Spiderman's fault this time. He could REALLY use wings like the Flying Fox had. Peter glanced to the side as he thought about her. The last time he had encountered the bat girl was just a few days ago. She had been real distant, as though his presence made her…well…batty. It didn't help that apparently when he had been possessed by the symbiote, it looked as though Foxey had been a part of the fight in some way.

Or at least that's what it looked like from the photos that the symbiote itself had taken…

He HAD to get answers from that girl. It wasn't like he wanted to make a new enemy, but considering that she never spoke and never gave an explanation, he felt as though she could turn into a potential threat. How? Not even he knew the answer to that…

Peter took a glance at the compound under his desk and pursed his lips. The gene cleanser…It had solved the lizard's problem. Really…if he made everything normal now, then he wouldn't have to worry about it anymore. He could care for Aunt May…have a normal life, have normal relationships…and not worry about the villains of New York. Could Foxey handle them on her own?...would she even BE here to care for New York for that matter? She had shown up out of the blue…she could very well just disappear without explanation as well.

…Would getting rid of Spidey…even be worth it?

Peter barely had time to think about the answer, when a black web came from his open window and suddenly HURLED him outside, landing harshly on his back.

"Hello broooo" Venom crooned above, a grotesque look in his eyes, his slimy tongue waving back and forth like a flag in the wind.

***OC***

Sophia tapped her foot slightly on the ground, turning another page in her notebook. It was bad enough that Mr. Osborn wanted to see her on Thanksgiving morning of all things, but making her wait like this was very…inconsiderate. Though chances were, he wasn't going to feel any remorse over it, much less apologize about it. Otto had shared with her the man's inability to see things the way that most others did. Sophia pursed her lips and looked up slightly.

It felt so…wrong to be at Oscorp and not work with Otto. Sure it had been a month since his…transition. Still, when she had been told that she would be working with the scientist, she had been more than nervous. Being able to put the fear of the past behind her had been just what she needed…it had given her hope. Sophia looked to the side and her eyes dimmed. It had given her…a chance to show him…how she truly felt…

***FB***

"Now…Do be careful, Sophia, that one is heavy"  
>Otto set the machinery down that he had been transporting with his mechanical arms, and then looked over to see how Sophia was faring. The scientist winced when he saw the woman struggling to get the box up the last flight of stairs. "S-Sophia? Would you like me to get that for you?"<p>

"I…G-…Got it!" Sophia strained, managing to make the last step. She grunted and shuffled herself over towards the machine that needed this blasted thing, and then PLOPPED the box down. The girl panted, and put a hand to her head. "Oh…my…word." Sophia tucked in her arms and tried to rub the soreness away. "What is IN this thing?! Bricks?!"

"Not exactly- Iron plating to be exact."

"Iron?" Sophia walked to the railing and leaned against it, a strange look plastered on her face towards the scientist whom she held so much respect for. Or at least when she was more awake. It didn't HELP that it was nearly midnight; she was tired enough as it was. Now she was tired and SORE! "Osborn asked me to come…on my day off…to stay up till midnight moving metal object around?"

"Oh! I'm so sorry Sophia!" Otto adjusted his glasses and walked closer towards the platform, looking concerned. "If I would have known that it was your day off-…I-I wouldn't have suggested you to Mr. Osborn for the day…"  
>Sophia looked down towards the scientist below…and smirked gently.<br>"So you're the cause of all my troubles, huh?...heh, Shame on you" She smiled again, turning and examining a small folder sitting on the machine, a power pack on top of it. "Hey Otto? You want me to bring these down?"

"Oh, yes please."

Sophia gingerly picked up the much lighter load and proceeded to walk back down the stairs. "You know, working at OsCorp is so much different than working at Tri-corp. It feels like everything is switched around."

"Oh yes." Otto replied, looking to the side and making one of his mechanical arms adjust something on one of the machines. He preferred the actual science to the fixing part of the job; however, making sure that everything worked right was crucial to the experiments around him. "It took me at least four months to learn the machinery here; not to mention the layout of the building itself."

"Yes…it's quite a maze here, compared to the TriCorp or TCR- AHH!"

Otto quickly snapped his attention back towards Sophia and gasped sharply when he saw her slipping down the flight of stairs she had just began to descend. Without really thinking, two of his mechanical arms shot over, rescuing the folder and the energy pack. The other two slammed into the ground and shot the doctor forward, allowing him to quickly open out his own arms and catch Sophia before she could hit the cold unforgiving floor.  
>"UGH!" the girl let off a surprised grunt as the force of the impact knocked most of the air out of her lungs. Sophia coughed softly and looked up…only to find what blocked her fall had been Otto…who was now holding her securely in his large…and surprisingly strong arms.<p>

The scientist looked spooked for a moment, his features laced with concern. "Sophia!...A-Are you alright?" he asked, his mechanical arms slowly setting them both down to where their feet were lightly gracing the floor.

"Wow…I really must be tired if I'm going to trip down a bunch of stairs." Sophia muttered, reaching up and rubbing her temple slightly in stress. "So much for all those balance lessons during my figure skating…Thank you though, Otto" She chuckled lightly, looking back up towards the scientist. "You're pretty handy in a…sticky…situation…"  
>Sophia's cheeks flushed brightly as she realized the proximity that she and Otto were in. He had moved so suddenly and so quickly, that now he was holding her securely…and…closely. Heart flutters started to race as the woman slowly melted, keeping very still. The logic in her brain was screaming that this was SO not the time for…feelings. However, she couldn't stop looking at the cute surprised look that the scientist was making.<p>

Otto was having just as difficult a time as his co-worker was. All logic and protocol was screaming at him to let the girl go and get back to work. In fact it even FELT like there was a sentient fight inside of him. However, he could only keep himself frozen in his spot. Her eyes…they were the most beautiful shade of light brown that he had ever seen. He could feel his grip on her tighten, to keep her secure…and close. Otto could feel a rush of emotions; he felt weaker…and stronger all at the same time; as though the woman gave him a desire to pursue. To esteem. To…protect.  
>Otto felt himself lean down closer towards Sophia, uncertain of just WHAT he was doing. For a moment, he could feel his actions split into two. One was trying to push the feeling away…but the much stronger one wanted to embrace it.<p>

Sophia let out a slow breath as Otto's face got dangerously closer to hers, and for a moment, she didn't move an inch, though she did close her eyes in anticipation. Was it her being tired? Was she actually dreaming? Or maybe…was this actually real?  
>The girl reopened her eyes slightly…and they widened when she realized that her lips were a mere inch away from his. Wha- What was she DOING?!<br>Slowly, Sophia put her feet on the ground and gently backed away from Otto. Once the scientist realized just WHAT had happened, he too quickly backed off, a horrified look on his own face.

Neither said a word for a few moments, for the air had become…quite awkward. Clearing her throat, Sophia slowly walked to the other side of the room and picked up her things. Walking towards the door, she checked her watch once more. 11:34…yeah…time to go.  
>Sophia opened the door…and glanced back towards Otto.<br>The large man had gone to the other side of the room, and his mechanical arms were busily working to get things back in order. However, Otto did steal a small glance backwards towards the retreating woman, a dark blush on his face.

Sophia was silent…before smiling gently…and then exiting the room.

***PT***

"Ms. Vincent?"

Sophia found herself suddenly ripped into reality and quickly stood up, coming face to face with Norman Osborn. "…Happy Thanksgiving sir." The girl managed to say, somewhat flustered.

"I know you must be wondering why I've called you her on a holiday; however, considering that you have ties with other companies in the area, you are prime for this sort of assignment." Osborn walked right past Sophia and pressed a button on one of his machines.

Sophia paused at the statement. Wait…what? He wanted her to do…what exactly? He knew that the company that she worked with was forming ties with others…but what exactly did he want with the others?  
>…Competing facilities…different research…outcomes…resources.<br>"…Mr. Osborn, I can't possibly share any information from the other companies." Sophia replied, pursing her lips and standing up straighter. "I can't betray their trust, nor yours, by corrupting competing information. It would dishonor my God and my family."

There was silence in the room for a few seconds, before Mr. Osborn turned to face Sophia…and laughed. "Calm yourself, my dear. I merely wish for you to deliver these for me." The businessman handed her three envelopes, all of which had the Oscorp logo on them. "These are invitations for the representatives of those companies to come to the formal business gathering, and dinner after New Year's." The man smiled professionally. "One is for you, since you represent Allen Corp Tech."

"…Oh…" Sophia slowly opened the envelope with her name on it and scanned the invitation over. "…Mr. Osborn I ca—"

"Don't apologize, Ms. Vincent." Norman put his hands behind his back and gave a smug smile. "Mistakes do happen; and it's nice to hear that my secrets are safe with you, considering that my top scientist is no more."

Sophia looked towards the businessman, somewhat disturbed by the statement that he made. It was as though…the loss of Otto hadn't even phased him. As though he actually…HAD secrets. That made her somewhat unnerved. "…of course, sir." She replied simply, placing the envelopes in the safeguard of her clipboard.

"Wonderful. Now run along and enjoy the parade." Osborn slowly began to walk off towards the main elevator, his smug smirk never leaving his face. "I will have you meet with my new top scientist next Monday."

"…Mr. Osborn—" There wasn't really a chance to reply, because by the time Sophia looked up, Osborn had already boarded his elevator, the doors closing behind him. The young woman let off a soft sigh, mixed with an almost inaudible groan. Almost…  
>Sophia huffed, and turned, heading for the main doors and slowly exiting into the frost bitten morning of Thanksgiving. The girl shivered and tightened her jacket and her hat. Maybe she could make the parade after all. Surely it had started by now…so if she took the R subway towards Macys…maybe she could somehow get at LEAST a peek. After all she owed Simone an apology for snapping at her this morning.<br>Whipping out her cell, the girl continued towards the nearest subway entrance.  
>'Got out quicker than I thought…I'm going to visit Ravencroft later; is the parade still going on? Tell me which street you and Ray are on so I can join you.'<br>There was a rather long pause in the reply…if anything it looked as though the reply was being strangled with.  
>'Don't come! Trust me! Don't come! Meet you at apartment!'<p>

Sophia stopped walking and she looked confused…before pressing the main button to get to the home screen of her phone. Only to find that she had missed five calls from Ray, and had six texts from both Simone and Ray; both expressing some sort of urgency to…NOT come to the parade. The girl gritted her teeth in concern…and looked upwards, a look of quiet fear in her eyes.

***RC***

"Now…keep in mind that the accursed Arachnid will be on constant patrol. It is imperative that you conduct these transactions discreetly and without too much attention brought on it."

"I understand that, Master Planner." Tinkerer walked to his computer screen and looked over the blueprints that were laid before him. The older man narrowed his eyes and smirked slightly, holding his phone with one hand and his other tracing the lay out of the paper before him. If this was to work, then gathering everything would have to be flawless. "Phase one is underway, and there will be failsafe's set, in case Spiderman tries to interfere."

"Perfect" The voice on the other line was silent for a moment, before it continued. "And while you set those fail safes for the arachnid, keep a sharp eye out for that Flying Fox."

"Of course. Should I make the boys take her out?"

"Not quite. A simple warning should keep her feet firmly planted on the ground. Find her, and deliver her this simple message…"

***MS*** 

"GAH!"  
>Spiderman grunted painfully as he was SLAMMED against the cold unforgiving pavement, sliding against the ground as he coasted to a stop. He couldn't get a moments rest could he? All this just because he took a few pictures?! Well if that was enough to make someone THIS angry; imagine how bad it would be if he was a criminal! The hero got himself up by holding on to a grounded parade balloon that Venom had so graciously tore apart in mid-flight.<br>Gwen was safe, THAT was something he was grateful for. Now all he had to do was worry about the thousands of onlookers…no sweat right?  
>His thoughts were shattered as a black web attached itself to his back.<br>Ok…maybe some sweat.  
>"YYAAAHHH!" Spiderman let off a yell as the black suited terror tore him away from the large balloon and proceeded to send him hurling into himself. Venom stopped the hero's motion only briefly, but promptly backhanded him upwards, and straight through a building water tower. Oh…he was going to feel that one tomorrow. Slowly sitting up to where he was resting on his knees, Spiderman let off a slow breath and looked up upon noticing the symbiote monster approaching him. There had to be some sort of way to trick it…to lure it away and then get rid of it.<p>

"UNCH!" Spiderman found himself tied tightly by thick black webs and suddenly thrown around like a rag doll against the REALLY HARD rooftops around him. MAN! He could compare this to being thrown around like when he first met Dr. Octopus…Or when the Green Goblin threw that nasty pumpkin bomb at him, and he was stuck picking glass out of his leg for a WEEK!  
>OW! Sipdey groaned and tried to hang on to the ledge of the building. Nope…this was definitely worse. The hero made a backflip and landed on his hands and knees a few feet away.<br>"We've toyed with you long enough!" Venom shouted as he jumped in the air and landed SLAM on the roof, stalking over towards the tired Spiderman. Said hero panted lightly and slowly stood up, his eyes narrowed at the sight of the large menace stalking slowly over towards him. Venom's eyes narrowed, and a smug grin made its way to his face. "Now we will finish you ONCE AND FOR ALL!"

Quickly, the black and white villain let out a grotesque roar and ran straight for the red and blue hero, his claws extended. Spiderman's eyes widened and he tried to jump up; however, he only found his ankles caught in one of the massive hands of the monster, and was SLAMMED down to the ground with force that nearly crushed some of his bones. Oh sometimes it really HURT to be the hero.  
>"Bet you're missin' the suit now" Venom droned, a snarl in his voice. However, before he could continue his assault, he felt a pressure at his feet and looked down just in time…and found his feet being swept out from under him.<br>The villain let off a cry of alarm as he landed HARD on his back, involuntarily letting Spiderman go as he landed. Venom snarled and quickly got on his hands and feet, looking to the north of him…

WHACK!

Venom screeched as a wave of energy hit him; energy that felt similar to Shocker's pulsers, and electro's…well…electricity; and was gone in a flash. A whip. The monster's eyes narrowed and he looked up once more. Sure enough, standing on the top of the wrecked water tower was the Flying Fox; energy whip out and sparking, and a look of distain on her face. Behind her mask, her eyes seemed attentive to every detail, and her wings were already spread, as though she were ready for an air attack.  
>"Aahhh, if it isn't the villain sympathizer." Venom cooed eerily, standing and throwing a cluster of black webs at the bat-girl.<p>

Flying Fox gasped and quickly soared into the sky, though found her ankle caught by one of the webs and was promptly sent SLAM back down to the ground. Letting off a painful groan, the girl quickly swung her whip at the web holding her ankle, then back flipped, landing on her feet and flapping her wings once, just to make sure they were not seriously damaged. Foxey glanced in Spiderman's direction as though she were trying to assess the situation, before looking back towards Venom…who was now running straight for both of his opponents.

Both Flying Fox and Spiderman quickly looked towards each other, before splitting up, running for different directions. Venom let off a gross smirk, and laughed. "Is that the BEST you can do?!" He shouted, extending his arms and shooting webs at both of them. One web caught Flying Fox by the wings, and the other caught Spiderman by the waist. Without warning, Venom YANKED on his webs, sending Flying Fox and Spiderman CRASHING into each other.  
>Spiderman let off a painful groan, looking down only to find that he was sprawled on top of the batgirl, who was rubbing her head and looking up painfully.<br>"Ok, your rescue needs work." Spidey quipped, slowly getting up and allowing the girl to at least sit up. "Still got a TON of questions for you"  
>"…you and me both." Flying Fox muttered, tucking her wings in so that she could get up properly.<br>"Oh wow, you DO have a voice" Spiderman glanced towards his 'ally' and then looked back towards Venom, who was slowly stalking over towards them, looking ready to eat them up of sorts.  
>"…I am unable to speak with my wings spread." Foxey replied, taking a few steps back, before looking towards Spiderman and frowning. "We can discuss this later; Is there any way to stop this thing?"<p>

Spiderman really didn't get a chance to reply, because like lightning, Venom had snapped his webs for the duo once more. This time, however, both of them managed to evade the villain's attack. Spiderman managed to land on his hands and feet on a wall not too far, and then looked upwards towards Venom, who looked more interested in finishing him off rather than the bat-girl…which made since…after all, she wasn't the one who dumped the thing.  
>Dumped it…pah, that made it sound like he and the symbiote had a thing…which technically…<br>OK, now wasn't the time for this.  
>Quickly, Spiderman leapt from his perch and quickly ran for the large black and white menace. As he did that, Flying Fox swooped in the air, quickly flipping and WHACKING her energy whip against Venom's back. The symbiote shrieked for a moment at the surge of energy coursing through its body; however, Venom looked up and snarled, aiming his webs at the girl. Flying Fox found her arms suddenly tied to each other and gasped as she realized that the villain had plans to slam her back to the ground. Oh no you don't. Narrowing her eyes, the bat-girl quickly flapped her wings harshly, letting off strong gusts of wind at the large villain. It didn't affect him much; save for him putting up an arm to protect his face from the force of the wind.<p>

Though while Venom protected himself from Foxey, that allowed Spidey to move in. Quickly, Spiderman slid to the ground and shot his webs at the behemoth's legs. Venom had enough time to look down…before he got a taste of his own medicine as he was SLAMMED face first into the roof of the building.  
>"Alright Spiderman. We will no longer play nice with you!" Venom snarled, quickly getting to his knees and looking back towards the hero, hissing.<br>"Oh that's you 'playing nice'?" Spiderman asked sarcastically, swinging up and landing on his hands and feet a few yards away. "Man I'd hate to see you playing not-so-nice!"

"Oh you have no idea" Venom quickly stood and shot multiple webs towards Spiderman before he had a chance to react. The Spider hero found himself stuck to the wall, being encased in black webs…one…after another…after another.  
>"You will regret ever rejecting us, Spiderman!" Venom howled, reeling back a fist and beginning to run straight for the pinned hero. However, before he could get to his prey, A swift kick made its way to the monster's face. Venom recovered quickly and looked forward once more, finding Flying Fox positioned in front of Spiderman, her wings spread completely. She let off a small pant, before taking a deep breath…and then letting off a primal screech in the villain's direction.<br>Venom shrieked in reply; holding his head and taking a few steps back, the high pitched soundwaves from the bat sending agonizing chaos throughout his body.  
>Spiderman really wasn't fairing that well either…that sound HURT his ears, and he was certain he was going to be deaf by the end of this battle. However, he did manage to use this opportunity to use the sharp edges from the metal that was bonded to the wall he was stuck on as an escape. A few wiggles, some squirms…and he managed to free himself from the black webbing, landing on his feet. As soon as his hands were free, he immediately shielded his ears and looked up…only to find Venom turning tail and retreating.<p>

Flying Fox quit her shriek and panted for a moment, looking like the shriek had affected her in some sort of way. Putting a hand to her throat, the girl coughed for a moment, before she frowned and quickly flapped her wings, intent on tailing this thing. Soaring into the sky, the bat-girl quickly swooped to the left and managed to get to the other side of the building…  
>…Only to find that Venom was nowhere to be found.<p>

The bat girl gasped and looked this way and that way. He just…disappeared! Getting away that quickly was something that she expected from the guy in Gotham to be able to do, not just anyone else. Scanning the area around her, she tried to smell the air around her…  
>…the scent…that thing didn't have a scent…<br>Frowning, Flying Fox slowly descended to a roof of a nearby building, still quickly scanning the area around her.  
>She wasn't sure how he did it…but he was gone.<br>Letting off a short huff the bat-girl spread her wings, intent on leaving the scene…

"Oh no you don't; I've been trying to figure you out for almost two months, and you're not going to just fly away again"

Flying Fox paused and looked behind her, seeing Spiderman land almost gracefully a few yards away. Almost. Looked like he had more damage to himself than he let on.  
>Spiderman stood up, taking a few steps forward and pointing at the girl. "ok, You're the Flying Fox; we've established that. But where exactly did you come from, and who's side are you on?"<p>

Flying Fox blinked towards the Arachnid, gently folding her wings around her shoulders and then turning so she was facing Spiderman fully. "…I don't understand what you mean by 'sides'…but I can assure you; I have no intentions of being your enemy."  
>"Well that's good to know, considering that it's in the paper that Spiderman and Flying Fox fought two weeks ago." The hero put his hands on his hips. "Care to explain?"<br>Flying Fox opened her mouth only slightly, slightly stumped by the accusation. Did he not remember?...considering by the looks of it, since he was back in his normal red and blue suit…the black spiderman…or Venom rather…had something to do with it…  
>The girl frowned slightly, and then stood up straighter, her eyes narrowing slightly. "…I'm going to be blunt with you, Spiderman…You don't seem to remember just what happened that night. The only reason I attacked you was because you were going to kill Dr. Octavius."<p>

"What?" Spiderman looked shocked for a moment…before taking a step up and waving a hand in the air for emphasis. "Dr. Octopus? I wouldn't do that! No matter how much that guy gives me the creeps!"  
>Flying Fox frowned, yet kept herself firm. "Then it's clear that whatever had ahold of you was not being fought at the time. Spiderman, I have great respect for you, and know that I will not be your enemy." The girl was silent for a moment, before her eyes narrowed slightly. "…But at the moment, you are not to be trusted. With or without whatever was aiding you, you should know that lives are precious."<br>Spiderman paused at the statement.  
>"I…know that…"<br>"Do you really?" Flying Fox asked evenly, studying the hero before her. "…those lives need protection…don't be the one they need protection from, they need a hero."  
>That much said, the bat-girl promptly backed up…and plain jumped off of the roof. Spiderman gasped and ran to the edge of the building, looking over…only to see Flying Fox flying off deeper into the city.<p>

Spiderman was at a loss for words…was she accusing him of putting lives in danger? How could she think that? He had protected the city long before she even arrived! The boy looked down slightly…did he really do his job to protect the people of the city? Or was he really just doing it for the thrill?  
>Was he a threat to the city?<p>

… don't be the one they need protection from, they need a hero…  
>Spiderman looked up slightly…<br>No…he wasn't a threat…but his emotions very well could be. That hadn't been an accusation…that had been encouragement. If he was to be a true hero to New York City; then he had to put the citizens as top priority before himself. Now he had to somehow find a way to find Venom…and get it away from Eddie.

***ESB***

Flying Fox let off a small breath when she landed close to central park. Chances were since most people were probably still in the area where the parade was…even though some of the balloons had been blown up…she could get a little peace for the moment. She put a hand to her head and walked closer towards the lake. There had to be a way to contact her cousin to make sure that she had made it to the apartment safely.  
>Chances were that she was already there and was now going out of her mind wondering where she was.<br>Letting off a sigh, Foxey tucked in her wings and prepared to find a place to get back undercover. Taking out her cell phone, she looked at the information it was giving her.  
>Oh wow, she had 5 missed calls from—WHOA!<br>Flying Fox gasped and took a few steps back, her wings extending in anticipation of a possible fight…however, sticking out of a tree trunk by way of an arrow of all things was a piece of paper. A note? For her? Pah; didn't they get the memo that this was Spiderman's jurisdiction and not her own? Pursing her lips, the bat girl gingery tore the note from the arrow and held it up to examine it.  
>A look of cold fear graced her features as she read the writing.<p>

'Dear girl, you are in way over your head.  
>You would do well to keep your head down if you want your precious cousin to be safe. I know who you are, and I will not just stand idly by as you assist my enemy. Be wise, Simone; Just walk away, and no harm will come to you or your cousin.<br>I do hope you will make the right decision.  
>~MP'<p>

Flying Fox let her mouth hang agape…and she gently gritted her teeth, her look of terror never leaving her face. This couldn't happen…this just couldn't happen…


	6. Chapter 6

"Wonderful news for you, Master Planner; Mysterio has located the sources that you require, and will set the first phase into motion"  
>"Excellent work, Tinkerer. Know that supplies that massive must be kept under cover, lest that cursed arachnid discover all of our supplies." The Master Planner paused for a moment. "Make sure he is fully prepared, for Spiderman is not one to be easily shaken."<br>"Understood, Master Planner."  
>"Very Good. Have you delivered my message?"<br>"Yes, sir. The target did indeed look shaken" Tinkerer replied, a smirk in his voice. "If she is wise, she will back off"  
>"Be mindful…her fiancé is an Air Force solider; she has had intel from him" Master Planner's eyes narrowed. "She may need further convincing…but for now, make sure her feet stay firmly on the ground…"<p>

There was a knock on the door, and the man glanced to the side for a moment, before looking back to the phone he had in his hand. "I must go. Set phase one into motion."  
>"Yes of course."<br>Otto hung up the phone and smirked lightly…before he set the communication device aside on his desk and cleared his throat. "…Come in?" He replied, a hesitant air carefully laced into his voice.

A small moment passed, before Dr. Kafka stepped into the room, clipboard in hand, and a patient look on her face. "Good Afternoon, Otto…How are you feeling?"  
>Otto lightly drummed his fingers against each other as he sat in his chair and pondered his next move. This doctor was very easy to fool. Acting as though he wanted his past to go away needed to be played carefully. Still, a little acting was definitely in order. "Oh…Slightly tired is all." He replied smoothly, glancing towards the window. "Not looking forward to watching the news when it has to do with that Airachnid."<br>"Now, Otto…Spiderman is not going to be after you here." The Doctor stepped into the room, her guards standing by the door, ready for any action, just in case the criminally insane man should have any…ideas. Dr. Kafka stopped when she was two yards away from her patient and wrote something into her notebook. "You have made excellent progress so far, but your rehab will still continue. I know that you will return to being an upstanding citizen once more."  
>Otto didn't look at the Doctor…but he did smirk very slightly. Oh it was so easy to play the helpless patient. Still, it was a good idea to take it slow and steady to keep the right pace for his master plan.<p>

"Did you enjoy your lunch, Otto?" Dr. Kafka took the bag from the man's personal desk and examined it. Everything had been eaten except for the small bag of almonds that had been in there. "I see you have a healthy appetite today."  
>"Oh…it was absolutely wonderful" Otto looked up. Now THAT statement he actually meant. Normally mealtime was detestable here…like eating hospital food; which, technically that's exactly what it was. Having a decent Thanksgiving dinner was a nice treat. "Your cooks seem to be learning a thing or two."<p>

"I'm glad you enjoyed it. But we're not the ones who prepared it for you." Dr. Kafka looked up and then stepped aside. "You have company, Otto."

Otto looked confused for a moment, before looking beyond the doctor and her guards…and then wincing very slightly.  
>Sophia Vincent slowly stepped in, holding a backpack of all things, and looking towards him hesitantly. The ex-scientist gritted his teeth very slightly. Oh no…he couldn't have her in here; not only was he watched closely by these idiot doctors, but he was even watched by some of his accomplices in crime. "Oh- I didn't—"<br>"She won't be here for long, but your girl wanted to see you."  
>"…my—wha—" Otto looked aghast for a moment, holding up a hand in protest. Not seeming to notice, Dr. Kofka slowly headed for the door and looked towards Sophia. "Would you like the guards to stay in the room, or right outside?"<br>"…They don't need to stay with me" Sophia said softly, looking towards the doctor. "I'd…like to be alone with him…"  
>"Alright, but they'll be right outside if you need them." Kafka slowly walked out, the guards following and gently shutting the door, but keeping it open slightly, just in case they needed to storm in. The air in the room became tense. Otto stared at Sophia…but the girl seemed…distant; she wasn't even looking at him. Instead she was clutching her bag, and she seemed…tense.<br>After a moment, Sophia slowly looked up towards Otto.  
>"…hey Otto…"<p>

Otto said nothing; though he did fold his hands to rest on his belly, and looked away very slightly. She can't be here…it's too dangerous…She's putting herself in peril being here…there has to be a way to make her leave…to get back to the safety of her apartment.

"…did you enjoy your lunch?" Sophia slowly approached the Ravenscroft patient and leaned against the bed that was positioned directly next to the chair that he was comfortably sitting in. Otto paused and then looked up towards the woman that he so highly esteemed. "So it was you who made it…I thought it tasted better than the usual gruel that they serve here."  
>Sophia paused at the statement that came out of his mouth and pursed her lips. Whatever had happened to him by becoming Dr. Octopus had changed his attitude. Still, she needed to talk to him. The last time they had a decent conversation was when she had made him breakfast…because that time in Time Square didn't count one bit.<br>"…I'm glad you enjoyed it." Sophia looked away from the man for a moment, examining the room that he had to spend every day in. He had hospital privileges. A TV, sitting area, bed…even a phone. Maybe she could call him some time. Sophia gently sat on the bed to keep her feet from falling asleep from leaning. There was an awkward silence between the two…before Sophia let out a slow sigh.  
>"Otto?...do you plan on coming back to me?"<p>

The question seemed to catch Otto off guard, because he looked shocked for a moment, looking towards the woman who was seated beside him. Her head was down, and she was fiddling with a small piece of string that was attached to her jacket. Her hair was in strings, dangling from the winter hat that she wore…it looked like she hadn't bothered to brush her hair today. The sparkle from her light brown eyes were gone, replaced by a forlorn look…  
>Otto felt a desire well up inside of him…to reach out to her and beg her to put her beautiful smile on her face. Was she…feeling abandoned by him? He couldn't let her feel that way!<br>…No, she has nothing to do with the plan. I can't be held down by her feelings.  
>But I have those same feelings for her! I need to tell her! She needs to know that she means the world to me! She needs to know…that I love her.<br>…And have all who know Dr. Octopus label me as weak?! If others find out how much she means, then she well may be deemed my weakness!

Otto let off a small noise as he fought with himself. Ever since he had 'bonded' to his mechanical arms, it was though something else lived inside of him. Normally and scientifically, he agreed with everything that the other voice told him. He was a genius; and Norman Osborn was a fool for pushing him around. The world would know him as a master planner; the world would give him the respect he deserved…  
>…Sophia…<p>

The man pursed his lips and then looked up towards Sophia, who was still looking towards the string that she was fiddling with.  
>"…you don't know what you're asking, Sophia. The Otto Octavius that you knew is no more." He finally said lowly…yet softly. He saw her fiddling stop, though she still didn't look up. The man looked away slightly and continued. "There's no way that he can come back. I have become one with my arms…and I have improved in so many ways…" His eyes narrowed and he looked upwards, his gaze looking towards the window. "When I worked for others…I was weak. I didn't have the guts to make others view the way I did…" He paused and a smirk made its way to his face. "But the world will know my genius soon enough."<p>

"…Otto…please don't leave me…"

The scientist paused at the statement, and then looked towards Sophia in surprise. For a moment, no words were exchanged; then Sophia looked up towards Otto, her light brown eyes looking deeply into his. The scientist tensed slightly at the look in her eyes. They were so broken…yet determined. So sad…yet…beautiful.  
>Otto pursed his lips, but didn't break his gaze. "…I don't-"<br>Sophia stood up and reached out, entwining her fingers with his, her eyes never leaving his. She gave his massive hand a gentle squeeze and there was silence for a long while…before Sophia gently let go of his hand and slowly walked back for the door. Otto watched after her, a hesitant look on his face; one not feigned by the usual ploy that he set up for the doctors of Ravenscroft.  
>"…I'll come see you during Christmas...please stay strong." Sophia murmured softly.<p>

Otto looked away from the retreating girl and pursed his lips. Stay strong…that's EXACTLY what he was doing. He wasn't going to let the world view him as weak anymore. Apparently Sophia never viewed him as weak if she was asking him to 'stay' strong. The man let off a sigh and glanced back, noticing the door closing behind her…and then leaned back in his chair. "Oh I will, Sophia…Trust me…I will be very strong."

***AP***

"The boys are still in the city…I can always send them off to find her." Ray stood in front of the apartment window, looking out towards the streets of Manhattan. The Air Force pilot found this to be the most…interesting Thanksgiving that he had ever had. It was a ride in itself; it didn't help that his whole year consisted of many strange things. Working for Fowler was the most interesting thing that he had ever signed up for.  
>Battles with individuals whose war wasn't even their own; Rescue forces that weren't what they seemed…run in with Iron Man of all things…not to mention all of this stuff in Manhattan. Man, he just couldn't have a normal life could he?<p>

Ray glanced towards Simone, who was on the couch petting Marril, a look of stress in her eyes. Sophia had texted her saying that she was going to stop by Ravenscroft before she came back home. With all the action that she had seen today…she just didn't want Sophia to stay out of her sight. Sure, she usually lived in Griffin Rock Maine, being a vet and medic while Sophia stayed in Nevada doing her research for Allen Corp. But this…this was different! There were so many dangers; one of which being the VERY man that her beloved cousin felt so deeply for.  
>How could she trust him now? Was there any way to help him? How would Sophia take it…if…he never was Otto Octavius again?<p>

"Darling."  
>Simone looked up towards the Air Force soldier kneeling before her and putting a gentle hand on her cheek. The mute girl let warm tears run down her cheeks and Ray gently caressed them away. The soldier gave her a strong hug and kissed her forehead. "We'll do what we can to help him. Sophia's my cousin too, by marriage anyways…" He let off a small sigh and sat himself next to Simone, who rested her head on his shoulder. He responded by putting a strong arm around her and rubbing her shoulder. "It'll be ok, my love…it's going to be ok…"<p>

Both looked up suddenly as they heard the door open. In came Sophia, placing her backpack down and letting off a slow forlorn sigh. The girl put a hand to her head and let off a sigh, trying to force down her emotions and turned to come in…only to be greeted with a TIGHT hug from her cousin, which nearly knocked off her nice warm clothing. Sophia let off a low 'umph', before she slowly wrapped her arms around Simone in an embrace. For a while, neither cousin let go of each other; almost as if they could sense the stress radiating from each other. Both of them had so much on their plate – and neither wanted the other going through it. Sophia held onto Simone for a moment longer, before she gently pulled away and forced a smile. "Hey…sorry it took so long; whatever happened at the parade made the subways slower than normal"

"You're actually in trouble, though" Ray said, walking up, his arms crossed and a firm look in his eyes. "You took so long…we thought you had gotten mixed up in the parade chaos."

"Thank you for your concern, Ray" Sophia replied, heading for the kitchen to make sure what she had left on hadn't burnt. Thankfully the Turkey was covered, and everything else needed the stove. Something that she needed to start on now, if things were to go her way. "But I'm alright…stressed…but alright."  
>Ray made a face…before sighing and letting his arms loose. "How is he?"<br>Sophia was silent for a moment, before she looked towards Simone. "Could you grab some garlic powder from the pantry?"  
>Simone paused…and then slowly nodded, walking off for the storage unit of the apartment. Sophia watched her cousin for a moment, before she turned to Ray and sighed. "He's…going through this difficultly. I still can't see the man I fell in love with."<br>"I'm talking with Fowler…there's got to be some sort of—"  
>"I don't want Fowler apart of this" Sophia replied, opening a can of spinach and placing the continents in a bowl. "I need actual ways to help him…not to make him a science experiment."<br>"…Sophia, you know that I'm just trying to help"  
>"I know…" Sophia placed her hands on the counter and sighed. "…but…I need to handle this alone…"<p>

Simone stayed at the corner of the kitchen, seeing the stress in her cousin's features…and looked down slightly. She couldn't let Sophia handle this alone…if anything…she needed to stay close and out of danger…

***CD***

"Are you telling me that it's Christmas Day, and you're spending it ALONE?!"

Sophia winced at the volume of the accusation, but then smiled lightly. It was nice to know that her dear friends cared about her. The initial plan had been to have Ray and Otto spend Christmas with Simone and herself. However, there were a few things going against her. Ray was needed in Maine for some mission and Simone got to go along; As for Otto…It had broken her when Ravencroft had called and said that they couldn't accept visiters on Christmas Day, due to some break in. Dr. Kafka had assured her that Otto was alright; which made her feel better…and tense at the same time. At least Simone would have a merry Christmas with Ray and the Burns family.  
>"Mary, you don't have to worry about me. I plan on entertaining myself all day. Besides! I'm going to Rockefeller rink today to…clear my mind."<p>

"Are you sure? I mean, my parents are here with me for the holidays; we could always Skype you."

"I'd appreciate that" Sophia smiled and glanced towards the television. On the screen, there was a news alert of how some of the Sinister six had broken out of prison…perhaps that was the reason she wasn't allowed to see Otto today. The girl sighed and shut the TV off, setting the remote aside and petting the cat's head.  
>"I'll be available sometime after seven. Talk to you then" Sophia clicked off the phone…and sighed once more.<br>This wasn't the Christmas that she had in mind. All alone with a cat. Humph…too bad Mary or Becky wasn't around with their cats. It would be a treat to see either of their pets freaking out at the sight of Marril. Sophia let out a stretch and slowly stood, walking over to the kitchen counter and pouring some coffee into a portable cup. Though it was Christmas, it was still New York City. Nothing like dreaming the day away.

The girl set her cup down and put on her coat, as well as her fuzzy hat. Chances were it was going to get COLD today, considering that it was snowing like crazy. Ha…a White Christmas; another one of the many things that her friends were missing. Sophia slowly headed for the door, taking her coffee cup and a small duffle bag with her. She spotted the picture of Otto and herself at Ground Zero…and sighed sadly…before proceeding out the door.

The streets were rather attractive with snow on the ground. Some people were on the street, probably getting ready for the Christmas showings on Broadway. She herself had a ticket for the Nutcracker, and she wasn't about to miss an opportunity to see it. Sure, she'd be alone, but her mind would be on Christmas…on peace…on God. Sophia stopped walking and she clutched her bag strap.  
>"…Lord…I can't stop thinking about him… I don't want this to control him." The girl glanced up towards the snowy clouds and she let a chilly wind hit her in the face. "…Please…You have to help him…even…" Sophia let out a breath and looked downwards. "…Even if you have to take me out of the picture…"<p>

She remained silent for a while…and continued to walk. The hours actually went by quickly…She had lunch, spent some time in Central park…and even got the opportunity to pet a police horse. Oh…Becky would be SO JEALOUS!  
>As she continued her Christmas day, her phone vibrated in her bag, the name 'Kafka' showing on the screen…but Sophia remained blissfully unaware of its urgent message. Sophia neared Broadway and blinked as she got closer. Oh wow, apparently everyone and their brother was here to see this show. The girl got in line and got her ticket ready…before she saw a shadow above and looked up slightly. Swinging through the city was Spiderman, who looked rather…leisurely. The hero landed on a building and did a backflip, before swinging once more.<p>

Well he certainly looked like he was enjoying his Christmas….

"Ma'am? You're next."  
>Sophia looked up, startled, before she nodded and turned in her ticket, entering the building. Hopefully she could escape her cares as well…<p>

***GR***

Simone smiled as she watched her friends open the presents that she and Sophia had gotten them. Buying for all of them had been a challenge. OK sure, buying presents for Cody was easy, as well as Dani…Kade on the other hand. It was like that guy was NEVER impressed. Simone let off a big smile as the young boy known as Cody expressed glee upon seeing his present and signed a 'you're welcome' to his gleeful thanks.

"Wow, Simone. Looks like you and your cousin did some serious shopping while in New York City." Chief Burns sipped at his hot cocoa and smiled towards his guest, who smiled softly and nodded. "So…why didn't Sophia come along? Too much work?"  
>Simone nodded in reply and made a few signs. 'Yes; Sophia gets Christmas day off, as well as New Year's Eve and New Year's off; but in between, she's got a good amount of reporting for her company.' Simone paused so she could take a bite of the fruitcake that had been prepared by the Chief's partner, Chase. Though cooking really wasn't the officer's strong point; this was actually very good. Simone looked back up and continued. 'That's why I'm leaving the day after tomorrow; so I can spend New Year's with her…and keep an eye on her.'<br>"Keep an eye on her?" Kade scoffed and leaned back in his chair. "Why? She becoming a mad scientist?"  
>Simone frowned at Kade's comment and shook her head slightly.<br>'No. She's had a heartbreak; and she's become increasingly distant lately.' The mute girl paused and waited for Dani to translate for her, before she looked down and looked forlorn. 'I'm very happy knowing that I got to spend a week with you all…but I can't leave my cousin for long…she may be in danger.'  
>"Danger?" Chief Burns narrowed his eyes, and made a motion with his hand. "Simone, is there something you're not telling us? Can we do anything to help you or Sophia?"<p>

Simone smiled softly towards the Police chief and shook her head. 'Unfortunately not…but hopefully…your partners can.'

***RF***

Sophia hadn't been expecting the damage to the ice skating rink to be cleaned so…quickly. Apparently, according to the news, the tree had fallen onto the ice, thanks to the sinister six tearing up on Spiderman yesterday. Whoever was in charge of clean up, did a fantastic job. Sophia let off a sigh and sat, taking off her shoes and replacing them with the ice skates that she had brought along.  
>It had gotten quite dark, but when you know people, keeping places open for extended periods of time was only a phone call away.<br>Speaking of calls, she had to make sure that she got home to do that Skype call that she had promised Mary.

Sophia carefully put in a special wire into her phone, and pressed a few buttons. Track 4…play on loop…play. A smile came to the girl's face upon hearing the sound of her music playing over the speakers that covered the skating rink.  
>She stood up carefully, making her way to the ice, sheading her large coat, but keeping on her lighter jacket and her hat. She couldn't have too much drag. It took a moment to get used to the slickness of the ice. She was going to have to thank the owner for using the Zamboni. Sophia skated in circles a few times, allowing her time to get used to the feeling…to breathe…and try to clear her mind.<p>

The girl stopped in the middle of the rink and waited for the song to restart itself. Once it did, she gracefully put her hands in the air and slowly let her movements flow with the music. After a while what had sounded to be a slow song, quickly transitioned into an up-tempo rock song. Sophia's eyes narrowed in concentration as she took to the air, twirling, jumping, and skating all over the rink.  
>She dipped down, gently touching the ice with her fingers, and positioned herself to make carving jumps…for once she felt…free.<br>Sophia paid no heed to the city around her…and was blissfully unaware of her audience of one.

Dr. Octopus watched from the nearby ledge, observing the girl's every movement. She was just as good as she had let on. Why she had to give something like this up was beyond him. He had to admit, this was a good show. He needed a break from what he had planned. Being in the security of a mental hospital had its advantages, and it looked like the warning he had given to the Flying Fox had worked. Just yesterday, the Master Planner had staged an attack; and the bat had not been seen the whole night. This made things easier for him. It kept suspicion off…and it kept him from having to threaten either of his…former…friends. Octopus kept his arms crossed and listened to the music as Sophia danced. It defiantly sounded like something the girl would listen to over and over again…something by…Newsboys was it?

"Your love is better than life  
>Without Your love, I'm just a broken machine<br>Your love is better than life  
>Without Your love, it's all a mindless routine<br>Your love is better than life  
>Without Your love, I'm in another free fall<br>Your love is better than life  
>Without Your love, I've got nothing at all"<p>

The scientist pursed his lips as he noticed Sophia suddenly fall when she had attempted a large jump. She struggled for a moment…but was quick to get back up and continue her dance. She had a distant look on her face…as though she were hurting.  
>Impressive…she continues to fight…to not give up.<p>

"…I'm not giving up, Lord." Sophia whispered as she continued her dance, sliding against the ice with grace. "I'm so broken…don't abandon me…"  
>Sophia twirled at a fast pace as the song began it's ending, and then slowly made her end pose when the music stopped.<p>

…Clap…Clap…Clap…

Sophia grew stiff at the sound of slow clapping, and quickly turned in the direction of the sound…and froze. Atop the ledge stood Dr. Octopus, slowly clapping, a haughty smirk on his face. Sophia took a few slides back on the ice, looking shocked at her audience of one. "…Otto…"  
>"A spectacular display, Ms. Vincent." Dr. Octopus slowly climbed down the ledge and stalked over close to the ice, but didn't come onto the ice himself. "It is truly a wonderful way to end Christmas Day."<br>Sophia stood still, only looking at the man who was standing by the edge of the rink. Pursing her lips, the girl slowly skated closer to the large villain, who seemed attentive to her every move. Sophia stopped when she was directly in front of Dr. Octopus, and looked upwards towards him. His smirk slowly disappeared and he lowered himself to where he was standing on his own feet. Once he was stable, his four mechanical arms slowly slinked up…as though they were watching her. Sophia wined lightly, yet rested her hands on the edge of the border.

"So…this is why my visit to you got cancelled today." She said softly, looking over the scientist before her. He looked just as menacing as that day he attacked Spiderman at Time Square. So vicious…so menacing…so cold.

"So sorry to disappoint you, dear girl." Dr. Octopus put his hands out in a shrugging motion. "However, you did invite me to see you during Christmas, so here I am." The man smirked slightly, before his smiled faded into a more serious look. "I also come with a message for you and your dear cousin…mostly directed towards her."  
>Sophia looked uncomfortable, but pursed her lips. "Otto—" The girl didn't get to finish her sentence, because two large fingers pressed themselves to her lips to silence her. Dr. Octopus frowned and narrowed his eyes, his features becoming dark. "Tell Simone that she is not to interfere with me. I will not hesitated to fight back."<p>

The girl's eyes widened at the statement, and she quickly broke away. "What are you TALKING about!?" she demanded, quickly skating to the rink door and exiting from the ice. Dr. Octopus watched her stumble to a bench, quick to sit and start yanking her shoe laces out. "Simone has NOTHING to do with you, or anything for that matter! If anything, she's been doing backflips trying to find ways to HELP you!" The girl looked up, gritting her teeth. "She's been so stressed, I ordered her to go with Ray to spend Christmas!"  
>Dr. Octopus watched his former college take off her skates one by one, his serious face never leaving him. Ah…so that's why the fox did not interfere…<br>"I assure you, Ms. Vincent; I have no need for her assistance." The large man made a motion with his hand. "I am quite pleased being the way that I am."

Sophia stood up when her skates were finally off. Paying no heed to the cold bite of the winter snow stabbing at her bare feet, she walked over and placed herself directly in front of the scientist. "So that's IT?! You're going to be an enemy to the world? To ME?!"  
>"It is not necessary to be your enemy, Ms. Vincent." Dr. Octopus looked down evenly towards the troubled girl, eyes narrowed and determined. "Merely stay out of my way…and warn your cousin to do likewise; and you will not be harmed."<p>

"You've ALREADY hurt me!" Sophia shot back, taking another step up, looking somewhat desperate. "You've betrayed me! TWICE!"  
>Dr. Octopus ridged an eyebrow and he looked hesitant for a moment…before he gritted his teeth and he himself took a step up. "Betrayed you? HOW have I—MPH!" The villain didn't get a chance to continue his demand, because as soon as he was close enough, Sophia grabbed his collar…and firmly pressed her lips against his.<br>Dr. Octopus had to try and process just WHAT was going on. So many thoughts raced through his head and his mechanical arms began to raise; ready to push her away and strike her down…  
>However, he felt his own arms slowly lift…and wrap themselves around the girl, bringing her closer. Otto shut his eyes for a brief moment as he kissed her. Feelings were flooding him; all the times he had been too scared to tell her. Too nervous to show her…how much he cared…<br>How much…he…  
>Dr. Octopus' eyes suddenly snapped open and his body went stiff…before his mechanical arms quickly shot towards Sophia, knocking her back a few feet and then pinning her to the ground.<p>

Sophia let out a cry of alarm as she was sent back and then pinned. The girl winced sharply at a stinging sensation on her left wrist and glanced over to find that she was now bleeding due to the harshness of the mechanical arms' grip. She struggled for a moment, trying to free herself, but only let off a second cry of pain from the pressure on her wrist. "Otto! Otto Stop!"

Dr. Octopus gritted his teeth slightly, a dark look in his covered eyes…before he gasped upon realizing what he was doing. He promptly released her and took a few steps back, looking on in horror.  
>He—…He had…<p>

Sophia slowly sat up, managing to sit on her knees. Trembling, the girl applied pressure to her bleeding wrist and winced sharply in pain. She sat there for a while, just wincing and trembling from the cold…and the pain.  
>Dr. Octopus watched her for a while, so many thoughts flooding his mind. The villain put his hands to his head and turned his back to Sophia, a horrified look on his face.<br>What have I done? What have I DONE?  
>She interfered! I was merely protecting myself!<br>Protecting myself? She's not my enemy!  
>Her cousin may be an enemy! She needs to be considered as such!<br>NO! She will NEVER be my enemy! I trust her! I…I…

"Otto…I love you…"

Dr. Octopus gasped and stiffened at the statement.

Sophia stayed in her spot, continuing to pressurize her wound, but her gaze was focused on the back of the villain before her. "…I've loved you…for so long." She paused, looking stressed. "…Please…You can't abandon me like this." Sophia gritted her teeth and looked down towards the snow…parts of the snow under her was turning reddish pink from the small droplets of her blood escaping her. Sophia applied more pressure to her wound and shut her eyes. "…Otto…I lost you four years ago…I can't lose you again." She let out a breath, and then looked back up towards Dr. Octopus.

There was no reply from the large villain…however, he did seem to struggle slightly. After a tense moment of silence, Dr. Octopus relaxed his body…and turned his gaze only slightly in her direction.  
>"…Sophia, Tell Simone to stay away and she will not be harmed." The scientist turned away, gritting his teeth as his mechanical arms slowly pushed his body upwards. "…and you would be wise to stay away as well."<p>

"Otto!"

That much said, the villain quickly jumped into the air, using the strength from his mechanical arms, promptly retreating.

"OTTO!" Sophia panted from the force of her yell…but Dr. Octopus continued his retreat. Sophia looked heartbroken for a moment…before she lowered her head and trembled, warm tears running down her cheeks.

Dr. Octopus was a good mile away before he finally slowed down…and glanced back towards the way he came. He had hurt her…both physically and emotionally. Deep inside, Otto wanted to rush back to the girl that he loved, and bring her back into that warm embrace…However, Dr. Octopus forcefully shoved those feelings down and pursed his lips. Sophia Vincent had just confessed her love for him.  
>…This could very well pose…as a problem…<p> 


	7. Chapter 7

Disclaimer: I do not own Spectacular Spiderman; or any of the songs that I mention in this fiction. Newsboys owns those rights. Nor do I own the slew of cameos that I'm allowing in this; such include TMNT, Rescue Bots, Marvel heroes, ect.  
>Be respectful those owners.<p>

And PLZ Review!

***OC*****

"Welcome to your layer, Master Planner" Tinkerer greeted as Dr. Octopus walked in by way of his mechanical arms. The large man had his hands behind his back, a cruel smirk on his face and a look of cunning in his eyes. "Thank you Tinkerer," he replied lowly and smugly as he neared the group waiting for him.  
>Electro looked stunned for a moment, before he put his hand in the air slightly, an inquiring look on his face. "I still don't get it Doc. Why didn't you break out with Kraven and me?"<br>Doc Ock smirked and chuckled, lowering himself and placing a hand on the boy's shoulder. "Ah Electro…always so charmingly uncomplicated." He said pleasantly, before turning and slowly slinking off towards the main hanger. "When building a secret empire of super criminals, the safety and obscurity of a hospital bed has its advantages."  
>"Beats prison" Vulture said lowly, placing his hands to his side and watching the leader inspect all that was around him.<br>"Indeed." Octopus glanced back, his smirk never leaving his face as he extended his arms further and turned to face his group. "Spiderman searches for the Master Planner; leaving Octavius free to…heh heh…plan." The man extended one of his mechanical arms and retrieved a clipboard from Tinkerer, slowly putting his arms behind his back. "I assume, since you set my arms to retrieve me, we are finally ready to begin?"  
>"Yes. All that remains is calibration." Tinkerer replied, drumming his fingers together as though he were pondering. "And, of course, testing."<p>

Dr. Octopus smirked at the proposition and turned, slowly heading for the main control panel. "Then it would seem that we have an advantage, considering that Oscorp plans on a wireless demolition today." The scientist lightly tapped a button with one of his mechanical arms.  
>"This would be an opportune time to test the equipment…as well as repay a certain businessman for his arrogance without interruption."<p>

Electro smirked at the suggestion, before his expression changed. "But Doc…what about the Spider-freak?"  
>"Not to mention that goodie-two-shoes bat?" Tinkerer added, looking towards Otto for an answer, and for orders.<p>

Octopus pursed his lips and kept his hands behind his back, looking towards the screens and pondering. Spiderman always posed a problem, which would be dealt with as the plan progressed…Flying Fox on the other hand…  
>"She seems to be taking our warning seriously." The doctor observed, drumming his fingers together and looking thoughtful. "Though chances are she's back from her little vacation…no doubt her dear cousin may be expressing her…concerns…"<br>There was a long pause, before Dr. Octopus pressed in a few buttons and set a tracking signal out. In less than six seconds, the number and location of Simone Vincent's cell phone was displayed. Octopus narrowed his eyes, and glanced back towards Vulture. "Fetch this girl and bring her to me. This will merely serve as a second warning to the Flying Fox; as well as keep her out of the way."

***MH***

Sophia walked down the streets of Manhattan, not really in the mood to ride the subway trains. It had been almost a week since she confessed her love to Otto…and promptly got his back to her. Was this how her mother felt when her father abandoned her to be with that more attractive flight attendant? Sure, Otto wasn't cheating on her…but it was clear that while he had her heart, she didn't have his. It was painful thinking that possibly…she meant nothing to him anymore.  
>He had kept her necklace…that was something she took comfort in. Sure he was hiding it, but she could SEE its sparkle in his pocket…though the darkness in his eyes really cancelled out that hope for her…still…how could she keep this up much longer?<br>Could she handle losing him? Or did she have to ultimately…follow her own advice?  
>Sophia supposed that in all actuality, she was afraid. Afraid that Otto would not feel as strongly as she did for him. That he would not see any reason as to why her feelings would matter to him. Rejected. Now THAT'S something she had expected when she had arrived; but he had assured her that he had blamed himself for the accident. She STILL blamed her own self. Chances were he had completely forgot about that and was more focused on…<p>

…Just what WOULD he be focused on?  
>Sophia looked up slightly, a confused look on her face. Otto was always into science…always discussing properties and effects on the world; or on people. How could that possibly change so rapidly. Or was there a chance that it WAS his main priorities? But what could he possibly gain with science? Just science?...huh?<p>

Sophia glanced down and picked up her phone as it vibrated and glanced at the message.  
>'Heading to Silver Spoon; still a few blocks away. Are you there yet?'<br>'Not yet, it will still be at least 15 min before I get there; and that's IF the crosswalks are agreeable the whole way'  
>'Don't worry, I'll get there and hold a table for us. Do you want anything specific?'<br>'Just a fruit bowl and a small mocha' Sophia looked thoughtful for a moment, and then continued. 'Make sure it has whipped cream!'  
>'Order up! I'll be arriving soon; love ya and see ya in a few!'<p>

Sophia actually smiled gently at the text, and then continued on her way. Simone had gotten back just three days ago…but she hadn't shared with her cousin what had happened during Christmas. No, she couldn't have her own cousin trapped in a mess that was her own. Simone had enough of her own problems back on Griffon Rock. Still…it was nice to know that her cousin would always be there for her.  
>The woman sight slightly, feeling a wave of depression hitting her. She wasn't too sure how she was supposed to take all of this…<p>

Lean not on your own understanding…

Sophia glanced skywards for a moment as she continued down the streets, absently reaching in her hat and scratching an itch in her ears. For a moment she had to pause…she THOUGHT she saw a large bird fly by…but it was gone before she could really SEE it…  
>The girl rubbed her eyes and chuckled. "Wow…I really must be tired and stressed…"<p>

***SS***

Simone pressed a few more buttons on her cell phone. Frankie apparently was reporting that Chase and his little songbird girl were getting REALLY fond of each other. It was refreshing to see innocent moments of love, even if it was during a war. Someone once said 'True love conquers all' and 'The greatest of these is Love'. Hopefully they would apply to all that was going on here as well.  
>Sophia had become strangely silent, and that concerned Simone. In fact, since Thanksgiving, she seemed much more hesitant and quiet. It didn't help that apparently Sophia had hurt her hand during Christmas. Not to mention got a minor case of frostbite. WHAT she had done during Christmas must have been...unspeakable…so to speak…or not speak…oh whatever. Hopefully a little heart-to-heart over some coffee would cheer her up.<p>

It was always a good thing to try and start the New Year on a good note. Unfortunately, Otto wasn't going to be a part of if…nor was Ray for that matter, who was on a trip to report to Rescue force 17. Ah hooray for being busy…and distant. Simone crossed her arms as she walked, her mind drifting towards Otto…the last time she had seen him, he had been so determined to take out Spiderman, placing others in danger. News from Flash was that they didn't have any way of helping…much to her disappointment.

Simone's thoughts drifted when she looked up, spotting an elderly man looking rather lost. The girl blinked, and slowly headed towards him. He seemed to ponder, before hesitantly walking down an ally. Simone quickened her pace; no doubt this man was a tourist and needed proper direction. She managed to get to the alley…and then paused, seeing nobody. The mute girl looked confused for a moment, walking deeper into the road.  
>This was a dead end…so…where was—?<br>Swoop!  
>"Dear girl; don't you know how dangerous it is to walk into Manhattan alleys all alone?"<br>Simone tensed and quickly turned around, only to be backhanded swiftly. The girl let out a unheard cry from deep within her throat and fell to the ground. Her head was spinning; and she could no longer really processes what was going on. Shaking her head, Simone looked upwards, her vision burred. Before her stood the Vulture, leering down at her with a dark smirk. He once again lifted his hand…and swiftly backhanded her near her temple. Simone promptly fell limp to the ground, allowing Vulture to quickly hover up and take her arms by his talons; and swiftly take flight.

Stillness…darkness…and a blur of light

Simone squinted her eyes when she realized that she was surrounded by bright light. Tucking her arms in, the girl let out a breath and slowly managed to crawl to her knees, putting a hand to her eyes and rubbing. Once she got her bearings, she looked up…only to see that she was in a large room surrounded by technology. Simone let off a sharp intake of air and scrambled to her feet- only to fall back on her toosh, finding that she was in a cage suspended in mid-air. Shivering from loss of body heat and sudden panic, the mute girl back as far as she could go, resting her back against the bars of the cage that she was trapped in.  
>Where WAS she?! How long had she been out?! WHO had-<p>

"Hey up there! Stop your squirming!"

Simone gasped and looked downwards, seeing Electro far below her, holding up an electrified hand in her direction. "Or I'm gonna—"

"Now, Now, Electro. That's no way to treat one of our esteemed guests."

Simone looked from looking at Electro in panic, to quickly looking upwards as Dr. Octopus raised himself up on his mechanical arms to be at her level, his hands behind his back and a dark look on his face. The girl pressed her back further against the bars, but couldn't move any farther from her captor. Out of defense, the mute girl placed her arms in front of her, as though she was expecting some sort of…strike.  
>"Oh come now, Simone. Surely you can defend yourself. What with your fiancé being an Air Force soldier…" Dr. Octopus said lowly, narrowing his eyes, yet his smug smirk remained on his face. "…And your spectacular abilities as a bat."<p>

The statement seemed to make Simone pause…and then make a face. Slowly she sat on her knees, and made a slow sign.  
>'Bat?'<p>

Dr. Octopus scoffed and waved a hand in the air. "Oh don't play dumb with me, Simone. I am a scientist; I do not fool easily."  
>'No, really! What are you—'<br>"And still you insult me with your denials." Dr. Octopus shook his head in a disappointed manor. "tsktsktsk. I had so hoped to make this quick and easy; for Sophia's sake if not your own."  
>Simone's mouth went agape, before she slowly tried to stand…only to find herself slammed back down, landing on her toosh once more.<br>"That cage is suspended in mid-air, Simone. If you disturb the center of gravity, you'll find yourself unable to keep balanced." The large villain smirked and slowly turned his back on the mute girl, lowering himself to be more at level with his accomplices. "Now; I know you're a good little girl, and have concerns for others. But trust me when I say that I already have that cursed arachnid always playing the hero." Dr. Octopus slowly looked in Simone's direction and frowned. "I do not need you getting in my way as well…Flying Fox."

Simone looked shocked for a moment, before putting her hand up in protest…though the scientist turned his back on her, choosing to ignore what she had to 'say'. "All can be resolved, Simone. As soon as I have what I need, and as soon as you agree to stay out of my way; I will be more than happy to release you back into the comfort of your loving fiancé and your dear cousin." Doc Ock approached a door, Electro and Vulture close behind him. He then glanced back and frowned. "Remember, Flying Fox…I really do know where you live…you want to keep Sophia safe, don't you?"  
>Simone made no answer, but the horrified look on her face was answer enough for the villain. He smirked and slowly entered the door with his accomplices, the door shutting tight behind them.<br>Simone trembled at the statement, and slowly sat down, looking spooked.  
>If Otto…was saying…what she thought he was saying…then…<p>

***CS***

"Ahh…these mochas of yours just get better and better" Sophia smiled as she took another sip of her coffee and gathered the rest of her order into her arms. "I'll just set these at my table and wait…Are you sure a mute girl hasn't arrived?"  
>"Well there was a deaf child, but she was six and accompanied by her parents; but that's it." The lady behind the counter replied.<br>Sophia looked concerned and glanced to the side for a moment…before looking back towards the woman and smiling. "Oh I'm sure she's probably caught in normal city traffic. Thank you." Taking her order, Sophia meandered through the coffee shop and took a seat by the window, placing the food and drinks out to wait for consumption.  
>After saying a prayer to bless the food, the girl helped herself to her coffee and fruit bowl. A blueberry muffin and a small latte eagerly awaited the arrival of Simone.<p>

It did make her ponder her cousin's whereabouts. After all, Simone had only been 5 minutes away while she had been 25 minutes away the last time they 'spoke'. Wonder if she got sidetracked? It was possible with that girl. Sophia popped a piece of Strawberry in her mouth and took out her phone, making a quick text.  
>'I'm at the coffee shop. Where are you?'<br>The reply took its sweet time…which was odd for Simone. Sophia pursed her lips and glanced out the window. It was starting to get dark and she couldn't spot her cousin through the sea of faces outside.

Where could she be?

The girl let out a breath and forced herself to remain calm…but by the time she had finished her fruit bowl and her mocha…Sophia started to fidget. Still no reply from her cousin…and another 20 minutes had gone by. That made 45 minutes! Sophia gritted her teeth lightly and glanced outside once more…all she saw was a high school boy on crutches accompanied by a slender Hispanic girl coming into the shop.  
>OK…now she was worried.<br>Sophia glanced to the other side of the shop and noticed two police officers enjoying some café treats, and slowly got up, walking towards them.

"Excuse me? Officers?"  
>Sophia earned the attention of New York's finest and hesitated, before continuing. "Have either of you seen a young girl, about five feet, light brown hair?" Sophia took out her phone, punched a few buttons and then showed them a picture of her cousin.<br>"She's mute, and she's not really…informative…"  
>"Actually, no. My partner and I have been here for all of fifteen minutes, and before then we didn't notice anyone like that." The first officer replied, taking a sip of his coffee. His partner studied the picture for a moment, and then looked towards Sophia evenly.<br>"How long has she been missing?"

"Well, she was supposed to be here an hour ago" Sophia glanced back down to her phone, a concerned look in her eyes. "She's not answering her cell and…she was really supposed to get here before I did."

"It's the city, kid." The first officer replied, placing his cup down and smiling towards her. "Chances are, her Subway train got delayed, or she migh'ta got side tracked. I'm sure she'll turn up."  
>The second cop nodded in agreement. "Give 'er more time. If ya still can't find her, give us a call and our officers will be on the lookout for her."<br>Sophia glanced to the side for a moment when she heard a large boy yell to his girlfriend to get him a chocolate muffin, and then pursed her lips, pondering over the officer's words. Simone wasn't the type to get easily distracted, but things did happen in the Big Apple. After all, when Becky's family had visited, they got lost all the time…only problem with that theory was…they had only stayed for a week.  
>She and Simone had been here since the beginning of September.<br>"Thank you officers." Sophia nodded respectfully towards the law-enforcers and slowly headed back for her own table, growing all the more concerned.  
>She glanced at her cell phone to see if Simone had answered her text…there was nothing. Something was up…she just knew it…<p>

"OOOFFF!"  
>"AHH!"<p>

Sophia's thoughts were suddenly thrown off when a young teen ran into her, apparently too focused on retrieving his order. Finding herself knocked to the floor, the girl hissed at landing on her bandaged hand. Her nose twitched slightly, and she glanced upward, seeing a young male teen looking spooked. "Oh crap, I'm SO sorry miss!"  
>Peter Parker quickly gained his bearings and offered his hands towards Sophia, an apologetic look in his eyes. "I wasn't paying attention—are you hurt?" The boy paused and winced slightly. "Is your hand ok? What happened?"<p>

Sophia slowly allowed Peter to help her up with her good hand and allowed herself to stabilize. Her nose twitched once more…what WAS that smell? Was it…this boy? Shaking off her musings, she smiled and gently let go of his hand. "I'm alright. Accidents happen…and my hand just got…pressurized last week is all." Sophia patted the boy on the shoulder and slowly retreated to her table. "Be more careful next time, alright?"

Peter watched the woman go and slowly headed for the counter to retrieve his order. Strange…he could have sworn he had heard her voice before…maybe she was the same girl that Gwen had helped here a few months ago. Speaking of Gwen…Peter glanced back towards the table where Gwen and MaryJane were waiting for him to pick up their order. They were talking about something…and Gwen looked…rather bummed. Probably about him.  
>He wanted to be more focused, but that was a problem in itself…being Spiderman and all.<br>Peter's thoughts were broken when the power of the building suddenly shut down without warning and the main worker at the front desk expressed his frustration by asking everyone to leave the shop.

Well that's the story of my life…

***VT****

"Vulture to Master Planner." The older bird-like criminal touched a com in his ear, while looking over the view of the city. "Everyone is in position."  
>"Excellent, Adrian." Master Planner's voice came over the line. "Target is exiting the coffee shop."<p>

Vulture scanned the crowd that was retreating slowly from the disabled building. There were plenty of young girls that were coming out…one of which appeared to be a girl that Octopus ordered to be kept unaware of this whole ploy. Targeting Gwen Stacy would have to be executed at the right time. The slender man kept a watchful eye…and then paused slightly, finding his target.  
>"Master Planner, Target has been spotted. Awaiting next phase."<br>"Beginning isolation process." Master Planner replied. As if on cue, the police were called elsewhere, and as soon as they were out of range, the traffic lights all turned green. The change resulted in sudden confusion and mass chaos.

Sophia looked up from her attempt to text Simone, witnessing a HUGE pile-up; curtesy of the glitching signals. The girl gasped at the scene, others gathering around at the sight. Most people were crowding closer towards the wreck, which was exactly what she wanted to do. Though she wasn't a trained medic like Simone, working on Animals did have its advantages for basic injuries. Sophia tried to text her cousin once more; Maybe she would respond if she knew there was an emergency…

….weeerrrreeoooowww…  
>…Huh?<p>

Sophia paused when a high-pitched wirr came to her ears, almost inaudible to everyone else and glanced towards her left. What she saw horrified her. Just a few feet away, Electro had shocked a young girl unconscious, followed by Vulture swooping down, grabbing her by the shoulders and taking off.  
>Sophia gasped at the sight of the Vulture flying off with the girl, and took a few steps up, gritting her teeth as she did so. They had-…those JERKS!<br>"Bring her back down this instant!" Sophia growled, running up towards the retreating Electro, earning the energy-man's attention. The villain glared at her and charged up his hand. "Ain't gonna happen, girlie" He crooned, showing her his electricity and taking a step in advance, making her step back. "Those girls have nothing to do with yo-…wait…I know you! You're that chick that defended Spiderman at Time Square!" He growled, not noticing that he had earned the attention of Peter Parker, who was among the crowd.

"Nice to see you again too, jerk…" Sophia muttered, also unaware of the attention they snagged. The girl clenched her fists and got into a defensive position, making the villain growl.  
>"Why you little—"<br>"Electro. Don't bother with her" Master Planner's voice came from his com, sounding strict. "The package is en route. Report back to base."  
>"Yeah…got it." Electro looked back up, then zapped Sophia's feet, causing her to land on her back and yelp in the process.<p>

As she stumbled, Electro retreated into a van driven by Tinkerer and they sped away. Sophia scrambled to her feet and ran after the van for a moment, but it was futile. Stopping in the sidewalk, the girl growled…and then paused. Noticing that it looked like Spiderman was now swinging through Manhattan, after the same vehicle. Sophia watched the hero pursue…and contemplated Electro's words.  
>Those…girls? Hadn't they only captured one? What did he—<br>….Simone!

***SC***

"Master planner" Vulture greeted pleasantly as he landed gracefully on the ground of the lab. "Our guest has arrived. And she's kindly lent us her phone."

Simone watched from above, as she checked over the girl who had recently been dropped into the same cage. The dear was unconscious, but slowly recovering. Simone frowned and gently rubbed the girl's back to increase blood circulation. What on EARTH would Otto want with a regular teenager? Hadn't he done enough damage already? Trying to destroy Spiderman, Destroying his own personal life for power gain…tearing her cousin's heart in two. WHAT did he possibly have to gain from all of this?  
>This was low…this was so low…<p>

"It seems you need help keeping track of your daughter, Captain Stacy." The distorted voice of the Master Planner came to her ears, and the mute girl glanced downwards, seeing Vulture swooping up and latching to the cage. Simone gasped lightly at the motion, but her nervous demeanor melted into a stressed, yet determined air.  
>Vulture only smirked at her in reply. "You would be wise to stay out of all this, Flying Fox. I'm sure you wouldn't want anything to happen to this nice young lady, would you?"<br>Simone gritted her teeth lightly, only glaring at the Vulture. So this was how it all ended between Otto and her family…she couldn't accept that! She shifted when the older man held out a cell phone closer to the girls.

"How did you get Gwen's phone!?" An enraged man demanded on the line.  
>"Oh call me Master Planner. As for the phone, why from Miss Stacy of course." Master Planner's voice came from the line as well.<br>"Gwen! Where is she?" the man on the other line barked, causing the girl beside Simone to stir.

"…mm….Dad?" Gwen groaned and looked up, adjusting her glasses so she could see better…however the first thing she saw was the last thing she expected. Vulture was hanging against the bars, a smirk on his face and Gwen's phone in his hand. To her right was a young girl who was also trapped, looking at her in concern. Gwen gasped upon realizing just WHERE she was and promptly tried to swipe for her phone. "Dad! Dad Dad Dad, help me!" She didn't get to continue, because Vulture promptly swiped the phone away and held it out of her reach.  
>Simone gritted her teeth at the motion…and quickly tried to reach for the phone as well, only causing the Vulture to fly down to the ground and land on his feet, holding the phone up tauntingly. Both girls watched the villain, before looking towards each other, a tense feeling in the air.<p>

"What's going on? Where are we? Who are you? Why are we here? What do they want?" Gwen suddenly poured out, looking towards the mute girl in panic. Simone winced at the torrent of questions that was flowing out of the girl's mouth…and at the inability for her to answer all of those questions. The girl only gave the girl a hopeless look, before looking back down towards the Vulture, who was getting closer to the main hanger where Dr. Octopus was.  
>All of those were good questions, for this girl any way.<br>Simone looked back towards Gwen and made a few signs with her hands…to which the younger girl only stared blankly back. "I-…I can't understand sign language…Are you deaf? Can you hear me?"

Simone paused at the sudden lack of communication that she had. Oh great. Not only was she incapable of speech, she was unable to communicate with this young girl. Man, sometimes it really sucked to be mute. Normally having her cell phone would help, but as luck would have it, her device was in the hands of Dr. Octopus at the moment. Oh this was turning out to be a lovely day wasn't it?

***SM***

Spiderman quickly swung through the streets, his eyes narrowed and his determination through the roof. Of all the low tricks that the 'Master Planner' could pull, this topped them all. Sure he had been distracted by so many things; but putting Gwen in danger was the very LAST straw for him.  
>It was bad enough that Venom had taken an interest in Gwen during Thanksgiving; Now Gwen was being targeted during New Year's Eve?<br>What did the world have against him anyways? How did this 'Master Planner' even KNOW that he cared about her? What if the Master Planner WAS Venom?...No…there was no way that Eddie would have the patience and knowledge to set up something like this.

Spiderman landed near a building close to the water and looked over it. The building was exactly where it was reported to be. Thanks to his little interrogation trick with Tinkerer, the man had spilled everything he knew about how to find Gwen. Too bad he didn't keep him around to make him tell how exactly to get IN…  
>However he did mention an underwater entrance…Narrowing his eyes, the hero ran and dove in the water, unaware he was being followed.<p>

***MPL***

"Why do you need this guy, Doc? With your brain you can hack into anyplace."  
>"I appreciate the vote of confidence, but the codes are kept in an isolated system." Dr. Octopus glanced in Electro's direction, a smug smirk on his face. "I have no means of access without his help." The scientist looked back towards the monitors and smirked…since Captain Stacy was so concerned about the safety of his daughter, he would make the perfect puppet.<br>And no doubt, Simone wouldn't use her bat screech with Gwen Stacy right next to her. His master plan would be a success, he could feel it.

Dr. Octopus paused when he saw movement on one of his screens. In popped Spiderman through the underwater entrance. No doubt Tinkerer had informed the hero of the whereabouts of the lab.  
>"I'm somewhat occupied at the moment." Octopus growled, glancing in Electro's direction, who clenched his fists in reply.<br>"I'm on it!"  
>Electro was quick to turn and speed out, leaving Dr. Octopus to continue manipulating the Police captain.<p>

Gwen and Simone looked around the room, trying to find out if there was some way to escape from this cage. Gwen noticed the layout of the room and tried to determine their chances. Since there were suspended in midair, there was no way that they could just JUMP out into the open, even if they did manage to open the bars.  
>Gwen pursed her lips…and then looked in Simone's direction, who looked stressed. "Hey…is there any way you could fly us down?" she asked, making the mute girl look over. "Vulture said…you are the Flying Fox…aren't you?"<br>Simone made a face and started to turn in Gwen's direction.  
>"Well if she's the Flying Fox, then I SO have blackmail opportunities."<br>Both girls looked over towards the sound, only to see Spiderman hanging upside down over the cage. "Don't worry girls; I'll have you out soon!"

Before he could get the chance, he heard the sound of crackling energy below him.  
>"You're finished, Spiderman!" Electro snarled, hurling an electric current in the direction of the group, causing Spiderman to quickly jump away…and the girls to get shocked into unconsciousness.<br>"NO!" Spiderman quickly jumped upwards in an attempt to strike back at the electric menace; however, he only found himself SLAMMED into one of the many machines that was lacing the area. The weight of his body being hit into the technology caused major damage to it, resulting in some of the computers in the Master Planner's control room to go haywire.  
>"Electro" Master Planner's distorted voice came over the com firmly. "Take this conflict elsewhere!"<br>Electro paused and looked to the side sheepishly. "Uh…sure thing MP…"  
>Spiderman glanced upwards, narrowing his eyes thoughtfully. Apparently the damage to the tech around him had upset this 'Master Planner' guy. Quickly, the hero spun around and landed next to one of the machinery. Hopefully he could get the creep REALLY ticked.<p>

"Whoa Max! Don't tell me you're afraid of a second-rate schemer with a funny voice?"  
>"First, I'm not scared of nothing!"<br>ZAP!  
>"Second, Master Planner ain't second rate nothing!"<br>CRASH!  
>"And THIRD! Don't call me MAX, Or I'll FRY YOU INTO NOTHING!"<br>Spiderman continued to jump on and off of the different machines around him, dodging Electro's attacks, but causing major damage to the circuitry around him. Many of the machines were on fire, and lots of them were crackling with over volted electricity. Some explosions caused structure damage to the building…allowing water to start gushing in.

Dr. Octopus winced sharply at the sudden jump of signals that his server was trying to continue to route, and quickly took his attention off of Captain Stacy and the rest of the monitors, his full attention on the monitor that held Spiderman and Electro fighting. DANGIT! They couldn't keep fighting in there; or his tech would be burnt to a crisp! This plan wouldn't work without all the instruments that held it all together. "ELECTRO! STAND DOWN!" He yelled into the distorted microphone.  
>It didn't help one bit, because Electro was too tied up by rage against the spider-freak. Octopus growled and continued to watch; unaware that one of his screens that he was no longer paying attention to was showing a new arrival in the underwater entrance room…which promptly climbed in and ran to one of the halls.<p>

"Max! Maxie! Maximilian! Maximum!"

Dr. Octopus growled as he witnessed Electro being taunted by the hero…only to be knocked unconscious by his own power. Pursing his lips, the scientist thought quickly. He would have to settle this personally…but first. Turning his attention back towards the main computers, he made sure Captain Stacy was still cooperating with his plan. He thought he saw movement in one of his screens, but as soon as he looked at it, there was nothing. Gritting his teeth, the scientist moved to give the Police Captain more instructions…only to hear a loud explosion and quickly looked out the main hanger, seeing that his main defenses were now offline and Spiderman was moving to rescue the two girls. Water was gushing into the hanger faster now, which meant he was going to have to make a move…NOW.  
>"grr….If you want something done right…"<p>

Spiderman caught Gwen in Mid-air after the explosion and landed close to the cage that both she and the other girl were in. The other girl was still knocked out thanks to Electro's blast, which was upsetting. If she really WAS the Flying Fox, then she'd have means to save herself…if she was conscious. How could he get BOTH of the girls to safety?  
>His musings were interrupted when a mechanical arm hit him Square in the face, and then SLAMMED him to the wet surface of the crippled layer. OK…so now he knew who the Master Planner was…<br>"Ungh…I thought the arms race was over." Spiderman groaned, trying to stand.

"Oh I've still got a few up my sleeves." Dr. Octopus crooned as he arrived, swiftly attacking his enemy with his free arms, and catching Gwen Stacy with another arm. Spiderman found himself quickly ducking and swinging through the air to get away from Dr. Octopus' arms. However, the scientist quickly stood on his own feet, allowing him to attack the arachnid more rapidly with his other mechanical arms.  
>One of the arms managed to get high enough to disturb the cage that Simone was still residing, causing the rattling to open the latch, and the unconscious girl went falling out.<br>Spiderman was quick to react, swinging away from Octopus and catching the girl in one arm, swinging upon a ledge and setting her against the wall. "Foxy! Come on! Wake up!" The hero got no response, causing him to groan. This so was not good…UNGH!  
>The hero found himself so tied up trying to wake up the girl, that it gave Dr. Octopus an opportunity to SLAMM his arms into Spidey; pinning him against the wall with two of his mechanical arms, and positioning on for a final strike.<p>

…SNAP!...

"ARGH!" Dr. Octopus lurched forward as a wave of energy slammed against his back, causing him to stumble, letting go of both Spiderman and Gwen. Spiderman quickly gained his bearings and swung upwards, catching Gwen in his arms. He landed safely and looked back over…surprised by what he saw.  
>Dr. Octopus allowed himself to steady, before he quickly turned, upon hearing a swooping sound. He looked up, only to be PUNCHED in the face, causing him to stumble and fall on his back into the frigid waters. Dr. Octopus groaned and shook his head, trying to regain his bearings.<p>

"…I headed your warning, Octopus…but you broke your own deal…"

Dr. Octopus' eyes snapped open at the sound of the voice, and the villain quickly sat up on his hands, gawking at the sight.  
>Flying Fox stood before him, fists clenched and wings folded behind her back. In her right hand was her energy whip, looking ready for round 2. Her eyes narrowed when she saw the look of pure shock on Octopus' face, as he slowly stood.<br>"But—you—! I—!" The scientist quickly looked upwards, taking note that Simone was indeed still out cold where Spiderman had placed her…and then looked back towards the angry Flying Fox. The stance she was in…her light brown eyes flashing behind her mask…left hand bandaged… The villain's mouth went agape as it hit him like a ton of bricks.  
>"Sophia!"<p>

There was no real time for any other conversation or comebacks, because the sound of straining metal filled the room, causing all to look up. Water continued to pour into the room and it looked like it was starting to flow faster. Flying Fox grimaced at the sight, and quickly turned, eager to grab Simone and get her OUT of the drowning building.  
>As soon as she spread her wings, one of Dr. Octopus' arms shot over, wrapping tightly around her body and THROWING her across the room.<br>NO! Don't hurt her!  
>She's IN my WAY, you idiot!<br>We threatened her cousin! She's just-  
>The scientist looked up from his argument with himself, and found himself being kicked by a swinging Spiderman. The motion made Dr. Octopus snap out of it and snarl, quick to start rotating his arms and swinging for Spiderman. The hit made contact, sending the hero SLAMMING into the Flying Fox, sending them both a ways back and SPLASH into the water.<p>

"You know this makes the THIRD time that you've slammed into me." Flying Fox growled lowly, looking up at the hero and frowning. "Kindly get your tail OFF, and then find time to SHOWER!"  
>"Look around Foxy, I'm taking a bath as we speak!" Spiderman quipped back, jumping onto his feet and glancing back towards the bat-girl to make sure that she got up.<br>"The NAME is Flying Fox." The girl shot back, looking in Dr. Octopus' direction and wincing at the sight. The villain had a young girl in one of his mechanical arms, and the rest of them looked ready for another strike. Flying Fox quickly glanced upwards; good. Simone was still on the ledge, far away from the gushing water. "Any ideas that doesn't involve hurting him?" Flying Fox muttered lowly, taking a few steps back and getting her energy whip ready.  
>"Not really."<br>"So be it."

Both of the hero's quickly jumped to the side as the mechanical arms came straight for them. Spiderman quickly ran across the walls, glancing backwards towards Dr. Octopus…who seemed more interested in fighting him rather than the Flying Fox. It didn't stop one of his arms from taking a swing at her, which she promptly dodged. This resulted in his arm quickly latching to her ankle, causing her to fall SPLASH into the water. Taking the opportunity, the mechanical arm wrapped itself around her tightly like a snake to its prey and held her upwards.  
>"AH! OTTO! OTTO STOP!" Flying Fox yelled…which only made the arm's grip tighter. "AHH! OTTO!"<p>

Dr. Octopus grunted, his eyes narrowing dangerously as he tried to juggle aiming his arms at Spiderman…and fought with himself at the same time. He could FEEL the fight inside of him; and it was driving him mad.  
>Let her go! You're hurting her!<br>If I let her go; she will ASSIST Spiderman!  
>You can't do this to her! She's not a part of this!<br>She is NOW! SHE is the Flying Fox! One of the MANY snares to our plans!  
>I-…I-!...There must be a reason-<br>SHUT UP WEAKLING!  
>Dr. Octopus let off a scream and swiped his mechanical arms towards Spiderman…only to miss and hit the machinery routing the signals to his own brain. The scientist gasped as a wave of information came CRASHING into his brain…causing him to overload. Without that server to route the signals…it was too much for him to handle! Dr. Octopus' arms went limp as he fought with himself to keep stable, letting Gwen and Flying Fox fall. Gwen was quickly caught by Spiderman, who swung to safety, while Flying Fox was quick to spread her wings and fly to higher ground, landing on a higher platform and tucking in her wings quickly, cradling her left hand to her chest.<br>OH…That. Hurt…

Flying Fox quickly looked to the side upon watching Dr. Octopus destroy the connection to his own machine. The signals were shut down, allowing him to function properly once more. The bat-girl narrowed her eyes and looked pained. How could he DO such a thing to himself…to others? Didn't he understand how complex machinery could affect him? Flying Fox paused, watching the scientist slowly retreat towards the opposite ledge. "Otto!"

The Doctor stopped…and slowly glanced towards Spiderman and Flying Fox. "…Congratulations both of you" He muttered, sounding like he was in physical pain. "My lair…My Master Plan…all ruined."  
>"Thanks. I specialize in foiling." Spiderman quipped, slowly standing, holding Gwen in his arms. Flying Fox said nothing, but she leaned against the railing, looking towards Dr. Octopus in concern…and then quickly looking around for Simone. She…HAD been on one of these ledges.<br>"Only one option remains" Dr. Octopus muttered slowly, turning to face the emergency exits. As he did so, one of his mechanical arms reached out, wrapping itself around the unconscious Simone and bringing her to him. Another mechanical arm inserted itself into a special latch…and turned, activating the self-destruct in the building.

The alarms started blaring, causing Flying Fox to quickly look around her, noticing the patterns of the technology. Self-destruct…Self-destruct…Self-destruct. With a quick gasp, she perched herself on the railing, her gaze resting on Dr. Octopus as he climbed into an escape pod, Simone en-tow. Her eyes went wide. "OTTO NO!"  
>"Farewell Spiderman." The scientist muttered, before looking towards Flying Fox, who quickly spread her wings and dove for him. "…Farewell Sophia…"<br>"OTTO!"  
>Flying Fox didn't get to the pod in time, for it quickly closed and jettisoned away from the doomed building. She pounded on the door a few times in frustration, and looked up, knowing well that the pod was already at a safe distance…but knowing that her cousin was …<br>"Simone!"

Flying Fox growled and quickly looked around her, before spotting an opening to a second escape pod. Quickly, the bat-girl ran for it, sliding into the cockpit and quickly typing into the consul. Yup, this was defiantly the work of Otto Octavius alright. The layout and the mechanics were defiantly his style. Flying Fox looked upwards out the window of the pod. If she hurried, she would be able to catch up to him and hopefully rescue her cousin!  
>"I HOPE you know how to pilot this thing."<br>Flying Fox gasped and turned, noting Spiderman limping in, with a now conscious Gwen slowly approaching the pod. The bat-girl pursed her lips and then quickly nodded. "I can, I've worked with him before; I know how he works. Just get in, we need to catch him!"  
>"What about him?" Gwen asked, motioning down towards the left behind Electro, who was still unconscious from the fight.<br>Flying Fox winced…and quickly looked back out. If they didn't jettison NOW…then they would lose ALL chances of rescuing Simone! The bat-girl growled, knowing that with each second that she wasted, SOMETHING would be lost.  
>The girl let out a frustrated growl, and then quickly turned, spreading her wings and jumping off the ledge and diving for the out-cold villain. Once she got close to him, she had to plan her next move carefully…he was still powered up; so getting him INTO the water would be a huge, NO. Letting off a huff, the girl quickly kicked him into the air, and then caught him by the arms as he was air-born. Flying Fox let off a stifled grunt as she held the villain in her arms and flew back up towards the escape pod and the two waiting on her. MAN this guy was heavy.<p>

Once she got to the pod, she threw Electro down on the floor and panted, letting herself land and tuck in her wings. "Don't touch him…he's still juiced."  
>"Wait, HOW did he not shock you?" Spiderman asked, sitting in one of the seats and holding his arm in pain. Flying Fox frowned and quickly assumed the driver's seat, pressing the release button and allowing the pod to jettison away from the underwater building. "I wasn't grounded. I was my own insulator." She replied, narrowing her eyes as the pod quickly made it away from the exploding building.<p>

***MH*** 

"Unngghh…" Spiderman held his arm as he watched the Police below gather Gwen to safety and take Electro into guarded custody. It hadn't taken long for Captain Stacy to respond to the call that Gwen had made to him, claiming that he and Flying Fox had saved her…but now there was a matter of…  
>Spiderman paused and quickly shot a web at Flying Fox's back, seeing that she was fixing to fly off the roof of the building they were both perched on.<p>

"What, no goodbye? No Happy New Year? No Good Job?" Spiderman asked, letting his web go and putting his hands in a shrugging motion. "Didn't know ALL bats were dark and mysterious."

Flying Fox looked towards Spiderman and frowned, tucking in her wings and facing him. Her expression didn't lighten…if anything it got colder. "There is no 'good job' in this. Yes, the young girl is safe; but I failed to get the other one." The girl clenched her fists and looked towards the horizon, her eyes narrowing in stress. "I can't possibly forgive myself if Otto dose anything to her."  
>"You know, you seem to know a LOT about Doc Ock" Spiderman took a step up, putting his hands on his waist. "Know why he was after Gwen in the first place?"<br>"Listen, Just because I worked with him at one time, doesn't mean I know what he's up to" Flying Fox looked back towards Spiderman, frowning. "All I know is that Dr. Octopus stopped being the Otto Octavius that I knew and lo-…" She paused suddenly, a look of pain on her face…before she turned her back on Spiderman and crossed her arms. "To answer your question; NO I don't know what he wanted."

Spiderman was silent for all of two seconds, before he took a few more steps up, a hand in the air. "Listen, Foxy; I don't blame you for what happened."  
>"First of all; I told you, its FLYING Fox…and second…I do blame myself." Flying Fox sagged and a look of hopelessness came to her. "This is all my fault."<p>

"Last time I checked, you weren't the one who turned into a deranged idiot and just attacked the city with his madness." Spiderman paused and continued. "Besides…if you're really worried about him we could always…team up?"

Flying Fox gasped at the statement…and quickly turned, prodding Spiderman in the chest. "Listen Spiderman! You're young, I understand that; but Otto is NOT an idiot! Second, I have my own problems! I need to get my cousin back; and I am NOT going to team up with an immature boy who thinks he knows the first thing about heroics!"  
>"Of course I do!" Spiderman snapped back, waving an arm in the air. "I was told 'With great power comes great responsibility'"<br>"Whoever told you that was EXTREAMLY wise" Flying Fox replied, narrowing her eyes. "But you don't seem to be following it. Do you realize WHAT you're doing?! You just labeled Octavius without even THINKING of what he may be going through!" The bat-girl huffed and turned her back on Spiderman. "I've told you before…I respect and value you Spiderman…but I do NOT trust you."

Spiderman paused and winced. "But- I didn't—"

"And keep in mind" Flying Fox glanced back towards the hero. "Bats EAT Spiders." With that much said, the girl spread her wings and jumped off the building, flying off away from Manhattan Island, leaving Spiderman looking spooked.

***SW***

Dr. Octopus crossed his arms, watching the video feed from Time Square as the ball begin it's decent. To his left was Vulture, who looked equally as disappointed of the failed scheme that they had spent a month planning. Behind them was an armored car that contained Simone, who was huddled in the corner, hesitantly eating the small meal that they had provided her.

Vulture made a low 'hmm' sound…before crossing his arms and looking towards Dr. Octopus. "What do we do now, Otto? Surely you planned some sort of failsafe?"

Dr. Octopus glanced towards Vulture, but looked back towards the screen, placing his arms behind his back. He could feel a fight rising inside of him…Otto Octavius vs Dr. Octopus. The only time that happened was when it came to Sophia Vincent. Every other time it was flawless planning; Performing, Implementing, Executing…  
>…executing…<p>

Dr. Octopus' eyes narrowed…and his gaze turned dark. "…I have indeed…tend to our guest…make sure she's well fed…"  
>Vulture looked confused for a moment…before he nodded and headed back for the armored vehicle, leaving Octopus watching the ball drop for the New Years alone.<p>

The villain pursed his lips and his eyes narrowed darkly. Spiderman was in league with the Flying Fox…Said Flying Fox was none other than Sophia Vincent, the girl that Otto Octavius loved. Every time Sophia was near him, something went wrong; something was foiled...and he could never control himself properly. She was a snare…a problem.  
>NO! DON'T! OH PLEASE NO!<br>"…Sophia Vincent…must be destroyed." Dr. Octopus muttered to himself, watching the fireworks light up the night sky.


	8. Chapter 8

"Miss. Vincent, I assure you, The NYPD is doing everything in our power to locate your cousin." Captain Stacy looked up from taking notes and winced at the sight of Sophia pacing anxiously back and forth in the room. Stacy glanced towards the two officers that he had brought along with him…and then looked back towards the upset woman. Ray was sitting on the couch, hands on his head and looking stressed. The Air Force soldier did look back towards the officers expectantly, knowing that they would defiantly have their hands on this.  
>Sophia, on the other hand, wasn't as optimistic or faithful as Ray. The girl stopped her pacing and turned towards Captain Stacy, eyes narrowed.<p>

"George; quit talking, and start doing." She growled, pointing towards the door. "Because you're CERTAINALY not helping her standing here talking to me!"  
>"Sophia—"<br>"What do you POSSIBLY plan to do once you DO find her? Otto not only is stronger, he is aided by others!"  
>"Sophia, once we encounter him, we'll—"<br>"WHAT? You'll WHAT? Take him down? Shoot him? KILL him?" Sophia clenched her fists. "I know your officers need to defend themselves; but you can't POSSIBLY promise me a bullet won't rip into him!"  
>"Sophia…"<br>"That blasted Spiderman…why didn't he…" Sophia trailed off when she found herself blaming the superhero for her 'loss' and put a hand to her forehead in stress. The woman trembled slightly…before finding Ray's hands on her shoulders.

"Sophia. Please don't blame Spiderman or Flying Fox." The Air Force soldier looked pleadingly at his fiancé's cousin. He looked just as stressed as she was; he probably felt like he had failed Simone as a future husband…a friend…a soldier. "I'm sure they tried as hard as they could to save her." He let out a slow breath and continued. "In the force…you NEVER leave a soldier behind; unless there is absolutely nothing you can do for them." The soldier's eyes narrowed slightly. "Simone wouldn't want you beating them up like this."  
>Sophia looked pained…and looked down slightly, thoughts racing through her mind.<br>"…You're right…It's not Spiderman's fault" Sophia shut her eyes briefly…and then reopened them, fire in her eyes. "It's mine."  
>"Sophia—"<br>"I put too much trust in Otto. I failed to see that my love for him…was one sided."

Ray gritted his teeth in worry for his practical cousin, and did his darndest to find the right words. What could he say? Not only was Sophia stressed over Simone's kidnapping, she was heartbroken over the fact that it had been Otto who committed the crime.  
>"That's…not true, kid. He loved you just as much as you love him"<br>Sophia didn't respond for a moment, but after a tense while she knocked Rays' hands off of her shoulders and frowned. "You certainly said that correctly…past tense."  
>"Sophia—"<p>

Ray didn't get to continue, because the young woman shoved past him and grabbed her bag, narrowing her eyes. "Ray, just stay out of this, ok? I've already failed Simone, I don't need you hurt too!" With that much said, Sophia stormed past the police officers and slammed the door behind her. Both Ray and Captain Stacy were silent for a while…before Stacy looked back towards the Air Force soldier.  
>"Ray…I promise you as a friend that the NYPD will do all that we con for Simone. You have my word."<br>Ray looked back towards the officer and nodded, standing up slowly. "Thank you George. I know you guys will do your best for my fiancé…" Ray pursed his lips and glanced towards the closed door. "I love Simone more than my own life…but I'm REALLY worried about Sophia…"

***SW***

"Chief Burns, I appreciated the concern; but I CANT have you or your team endangering yourselves on my account." Sophia climbed into a Subway car and narrowed her eyes as she tried to sit as far as she could from the normal city travelers. Lowering her voice, the girl continued. "Simone means just as much to me as she does to you…and I will not rest until she is safe"

"Sophia…you can't do this on your own."

"…I have no choice." Sophia replied, lowering her phone and hanging up. She stared down at it for a while, taking note of all the missed calls she got, before she glanced out the window of the subway train. Five days after New Year's, and already she was being bombarded by calls. Clint, Pepper, Steve, Becky, Becky's Mom…heck even Tony's name surprisingly showed up…it was as if the whole WORLD knew. Sophia didn't know how to hide this from all the people that she knew.  
>Who knew that an accident with a bat would make her so…connected?<br>Sophia pursed her lips as she continued to look out the window and tried to fight tears; she needed to be strong at a time like this. Simone needed her…but she also needed someone. She just felt like this was the weakest moment of her life.

The man she loved was a hardened criminal…her cousin had been KIDNAPPED by said man…she had to juggle a stupid research job while conducting a search around the largest city in America…  
>Buzz…<br>AND this stupid phone wouldn't shut. UP.  
>Sophia groaned and glanced down at the name on the screen, and then let off a sigh as she put the receiver to her ear.<br>"Mary, now's not—"  
>"Just wanted to know how the search is going…any news?"<br>"…Mary…This is Otto we're talking about." Sophia frowned, glancing down towards her slightly scuffed shoes. "There is no way the police will find her within a week."  
>"Well…you never know, considering the NYPD knows every inch of Manhattan."<br>"Mary…for all we know, she might be in Queens! Or Brooklyn!" Sophia gritted her teeth and quickly lowered her voice upon seeing a few passengers glance in her direction. "I have to keep searching. I'm the only one that has the ability to search in the right places, sense I know how Otto works."

"Sophie, keep in mind that Dr. Octopus is different from Otto Octavius." Mary responded, sounding serious. "From what I've heard and seen on the news, Octopus is far more rash than Otto."  
>"Yes, but he's a great planner…" Sophia narrowed her eyes and pursed her lips. "If it hadn't been for Spiderman's interference…he would have gotten access to the world's security systems."<br>"Something tells me that Spiderman wasn't the only one who foiled his plans…"

Sophia paused, glancing to see if anyone was listening…before she looked back out the train window. The girl was silent for a moment, narrowing her eyes as she watched the tunnel go by. "…Yeah…The bad thing is, he thought that Simone was Flying Fox for two months…now he knows that it's me" Sophia glanced to the side to make sure the other passengers weren't listening, continuing to lower her voice. "…I never told Simone because this was exactly what I was afraid of…I can't forgive myself if anything happens to her."  
>"Sophia…Otto loves you, I'm sure he's in there somewhere-…Otto will keep her safe from Dr. Octopus."<br>"…I'm not sure I believe that" Sophia glanced up as the train got closer to the WTC station and looked back down. "…I have to go…please keep me in your prayers."  
>"…I will, Sophie…it's gonna be ok" Mary paused and then continued. "And Sophie…PLEASE don't do anything stupid."<br>Sophia smirked sadly at the demand. "…I can't make any promises." She replied, lowering her phone and hanging up. The girl stared at the screen for a moment, taking note that she was getting another call from Chief Burns…and ignored it. Sophia stood from her seat and exited the train, a thoughtful look on her face.

Lord…I don't know why you're allowing this to happen…But…don't let me lose faith…please…I need you now more than ever…

***SW***

Vulture swooped past the Empire State Building, scanning the afternoon roads for signs of particular people. After the failed attempt to hack into the world's security system, having to work on backup systems was the best that they could do. Either way it was enough to control certain things. Since Dr. Octopus still had the codes to the main systems of the city; he was able to control certain properties. Traffic lights, Airport signals, bank accounts…though without the large equipment that they had once had possession of, it took longer and had to be done piece by piece.  
>Though since Octavius had gotten a hold of funds, he had made a way to make profits from the use of the others. This would come in handy when trying to find out just what the other villains of the area planned to do with this so called chip that had data of mass producing the Rhino that someone seemed to be selling. Being on top of everything was key; but still, Octopus should know that formula…he MADE it after all. Still, nosing into others business to make sure your on top was key.<br>After all…that same information lead them to a possible resource.

Vulture found the area he was looking for and then swooped down to land semi-roughly on the pavement, before sheathing his wings and slowly approaching the figure that was waiting for him.  
>"Good news, Otto; I have successfully managed to download that tracking virus miss Vincent's cell phone." The man took a few steps up and put his hands behind his back, watching Dr. Octopus' attention rest on him. "Considering all that she accomplishes and all whom she works with; she will be ideal to help you gather the information that you need."<br>"…mmm…" Dr. Octopus nodded in acknowledgment towards Vulture and kept his focus on the city before him, his gaze mostly holding Lady Liberty. He did his best to be as cold and stiff as he could…but inside he was screaming.  
>He needed to get rid of her so his blasted weak side would shut up…<br>…That being said, she could be very useful since she was so connected…  
>…That also being said, If he didn't get her out of the picture, she could have an advantage over him…<br>…But…He couldn't kill the woman he loved…he just couldn't…

Dr. Octopus gritted his teeth and a small growl of frustration escaped his lips. After a moment, he turned and one of his mechanical arms reached over towards the armored vehicle that was nearby and made SURE it was sealed up tight.  
>"…She is not to be an ally, Adrian." Dr. Octopus replied lowly, turning and giving a guarded look towards his old friend. "We only need to know what OsCorp is doing and how to get a hold of their technology." His goggled eyes narrowed. "Our last encounter with Spiderman left us badly crippled, and we must find ways to replace the technology that we need." Dr. Octopus turned and he proceeded to stalk closer to the banks, his eyes continually narrowed in focus. "OsCorp continues to expand…we can use that expansion to pick up where we left off…but first we will require a way to keep that accursed Arachnid off of our scent…" The scientist frowned and pursed his lips, his eyes dangerous.<br>"…as well as put an end to the Flying Fox…"

Vulture watched for a moment, before glancing towards the armored vehicle that was nearby, and then looking back towards his accomplice. "What shall we do with our guest, Otto? Will she play a role in this."  
>"…Yes…She'll serve as a security that the Flying Fox will not get into our business, for fear of harm coming to her dear cousin." The scientist paused and winced sharply as Dr. Octopus had an internal fight with Otto Octavius; but firmly…and forcefully, shoved the feeling down.<br>"…as well as eventually luring her to us, so we can eliminate her from the equation."

***OC***

Sophia let out a soft sigh as she finished the last of her reports. Her boss had been praising her for the information that she had been providing between Allen Tech and OsCorp. Apparently her boss was a huge fan of Osborn…which actually gave her the chills.  
>Taking the papers in her hands and straightening them to be ready for faxing, Sophia had to pause when she noticed a small envelope hanging out of her bag. Right…Mr. Osborn's formal business gathering was only three days away. It was getting difficult to juggle everything that she was supposed to do.<p>

Her plate was full enough as it was; OsCorp, Tri-Corp, TCRI, taking care of Marril, trying to find Simone, Otto knowing that she was the Flying Fox…  
>…Yeah…life was a nightmare for the moment.<p>

"Ah! Miss. Vincent!"  
>Sophia paused when she was dragged out of her thoughts and glanced over her shoulder. In came Mr. Osborn and a young boy who looked to be in his mid-teens. Osborn smiled smugly as he approached the young lady and made a motion with his hand. "Working hard I see. Miss Vincent, there is someone I would like you to meet."<br>"Your son, I presume?" Sophia shoved her dark thoughts away and smiled towards the boy, facing him fully and offering him her hand. "Harry Osborn?"  
>"'Friad not; Peter Parker" The boy replied, reaching out and taking her hand in reply. "Harry's my best friend…and Mr. Osborn is—"<br>"Peter here has agreed to let me mentor him; since he is so esteemed by his science professors." Mr. Osborn smirked down towards the young man, and then looked back towards Sophia, taking note of the odd look on her face. "He will be taking note of our facilities here at OsCorp; and I figured that you would be a key player in his studies."

There was a pause from Sophia as she gently let go of Peter's hand, her nose twitching slightly from the air she was getting from him. There was something…oddly familiar about him. He did look a lot like the boy that she met at the café New Year's Eve night…Actually maybe this WAS him. But…why did that scent make her think of someone else?  
>Sophia shook those musings away and then looked up towards Osborn, looking skeptical. "Mr. Osborn…I have nothing against young students learning about our line of work…but I work for Allen Tech; I don't—"<br>"Think of this as a simple favor from you to me." Mr. Osborn replied, his haughty grin never leaving him. "He won't get in your way, and the only days you'll see him are the days you work with my company."

Sophia pursed her lips and looked back towards Peter for a moment…before she slowly nodded her head. "Very well." She looked back towards her papers and pursed her lips. "…I suppose I can handle that."  
>Peter Parker grimaced at her tone; it sounded as though his presence was a surprise to her and that in all reality she really didn't want anything to do with him. Better make a good impression since Mr. Osborn is in the room. "So…You work with Allen Tech, huh? Shouldn't you be in Nevada?"<br>Oh NICE one Peter!  
>His question earned a strange look from the representative…before she smiled lightly and turned, taking a few papers into her arms and walking towards the fax machine. "You're very observant, Mr. Parker." She replied, loading the papers into the machine and pressing a few buttons. After the documents began their faxing, Sophia looked back towards Peter and smiled. "I'm from Sparks Nevada, which is where the main building of Allen Corp Tech is. I'm here in New York doing research for my company, as well as build stronger ties with OsCorp, and possibly extend to other research facilities as well."<p>

"So…is everything going to merge together as one big company?" Peter asked, looking skeptical. If that were the case, there would be reason to believe that it would cause more chaos in the criminal world…if everything was connected like a one world government; it would be more like…some kind of spy movie…where everyone knew the secrets of everyone else.  
>Thankfully his thoughts were dejected soon afterwards.<br>"Oh no, of course not, Mr. Parker." Sophia turned and made a motion with her hand. "OsCorp and Allen Tech are in league only for the benefit of human kind, as well as livestock or animals. Any other thing is more of our own business." She turned and pressed a few buttons on her phone, and showed a diagram to the boy. "Working together with other companies will help us find ways to make water cleaner, keep traffic safe, and make our globe more functional. One thing that the people from TCRI told me was that they were interested in how certain chemicals can affect the performance of animals; possibly for our own benefit."

"Wow…I know a scientist who has experiments with animals. He had—" Peter paused his rambling and winced at the fact that first of all, he really shouldn't talk about Dr. Kurt. Particularly when technically the man still didn't trust him. Second…  
>Sophia waited for a moment to let Peter finish. She was still trying to pin point his scent…she had SMELLED that air before, but only when she was around Spiderma—<br>The girl's eyes widened at the suggestion…this boy- could…he possibly—Sophia caught herself gawking and cleared her throat, turning her back and slowly heading for one of the computers. "Yes…well I've currently got word from Mr. Mortu that they have made a new type of tech that will increase the potential of science." Sophia paused for a moment and looked down slightly, keeping an eye on the machine that was faxing her papers…  
>Man…if only Otto still worked here; this was a conversation that she would be having with him; not…<p>

"New type of tech?" Peter asked, tilting his head. "How so?"  
>"I'm quite curious myself, Miss Vincent." Mr. Osborn said smoothly, placing his hands behind his back, his full attention on the representative in front of him. It was obvious to him that she had become increasingly silent since Octavius' departure; though her spirit never broke when it came to her keeping information where it needed to stay. Her integrity would keep his company's secrets safe…finding out other companies secrets from her on the other hand…was trickier.<p>

"…" Sophia dragged herself out of her thoughts and then glanced towards Mr. Osborn and the young man…before she looked over as the fax machine dinged it's completion of the files that she had sent to her boss. Scooping up the papers into her arms, the woman faced the two men and smiled weakly. "I'm afraid even I don't know that one, Mr. Osborn." She replied truthfully, tucking the papers into her clipboard and closing it securely. "It was only a mention. Mr. Mortu never said anything past 'it will increase the potential of science'." Sophia let off a light chuckle, but looked to the side, her air dimming.  
>Peter tilted his head slightly at the way the woman was conducting herself. It was if she was being professional and doing her job…yet something was bothering her. Maybe it was about this 'Mortu' guy? That name didn't ring any bells to Peter OR Spidey. <p>

"Well then I'm sure you'll soon discover what Mr. Mortu was implementing." Osborn replied smoothly, walking for the halls. "If you're as good at your representing as you are at ice skating, then chances are you'll find out soon enough. Come along, Peter; My top Scientist will want to meet you."  
>"Uh, Sure Mr. Osborn." Peter looked back towards Sophia and waved slightly. "Nice to meet you Miss. Vincent!" He said, turning and following the businessman out. Sophia gave a small wave in Peter's direction and stayed silent as they exited the room. Looking back down towards her clipboard, the woman pursed her lips.<br>This young boy…his scent matched Spiderman's…which could only mean…well…no wonder he's got a lot to learn…still, he has potential. She couldn't expect the world of him…but still, it was shocking to know…just WHO the superhero was. Thankfully he wasn't anyone that she knew…then she would REALLY have a problem…Sophia let off a slow sigh and glanced towards the calendar that was nearby. She only had until the end of February to finish this research and also find Simone. Piece of cake right?

The girl grabbed her bag and packed her clipboard inside. If she was going to patrol once again tonight, she would need some dinner and at LEAST two hours of sleep…hopefully she would find a bigger lead tonig—Sophia suddenly looked upwards, a spooked look on her face as she recalled Osborn's words.  
>…HOW…did he know that she ice skated?<br>Sophia stood still for a moment, trying to list all the possible ways that Mr. Osborn would have that kind of knowledge. It wasn't like she ever brought anything other than work up with him…right?  
>…grr…<br>The woman let off a small blush as her body demanded nourishment, and promptly headed out the door to head for dinner. She put a hand to her head as she rode the elevator down and made her way out of the building. For a while, Sophia's mind was blank. Really, when you've been going days on-end without adequate rest or food, it tends to take a toll on the body. Still, how could she take rest at a time like this?  
>When the world was dark…and she had no one to rely on but herself…she couldn't even trust the one man she loved…<p>

Buzz…Buzz

Sophia gasped at the vibrations in her pocket and quickly scrambled to grab her phone. "Sophia Vincent speaking…"  
>"Ah Sophia, I'm happy you picked up. This is Mortu speaking"<br>"…OH! Yes Mr. Mortu!" Sophia responded, quick to straighten up and try to focus. Even though she had a truckload of troubles on her plate, she still made time to show a respectful air for the main man of TCRI…after all, he was someone worthy of her utmost respect, considering that-… "How may I help you, sir?"  
>"I understand that you told some of my agents that you have become far busier within the past few days; but might I have a word with you?"<br>Sophia stopped herself from going into the subway tunnels, for fear of losing the signal. "Well…of course Mr. Mortu. What can I do for you?"

"The new technology that I have been telling you about has had its first successful testing today. However, I was unable to get into contact with your Ms. Rosalynn." There was a pause on the other line, that made it seem like the man seemed really pleased. "I know you company would have the same priorities as we do with this tech. We need a company to…ally ourselves with…after all, this tech will indeed increase the potential of science." The man paused and it sounded as though he were smiling. "And I can think of no one more qualified to look over it than you, Ms. Vincent."

Sophia pursed her lips and glanced to the side…

***SW***

"Thank you for your kind words, Mr. Mortu…and I'm sure my boss would be happy to hear this report. Let me meet with you in the morning, and…we'll discuss our…new agreement."

Dr. Octopus narrowed his eyes in concentration as he and Vulture listened in on the conversation. The way that Sophia was talking made it sound like there was more that what was being said. Just what, he wasn't sure. However, he was not an idiot; If Sophia sounded impressed, chances were that whatever this thing was, it would be of interest to him.

"Very good, Miss. Vincent. We will be standing by until morning. Have a good evening, Miss."  
>"You too, Mr. Mortu"<p>

Dr. Octopus crossed his arms as the line went silent and seemed to ponder for a moment.  
>Vulture looked towards his college and tilted his head. "Is something the matter, Otto?" he asked, looking confused. He got no response from the scientist for a while…before the large man smirked very lightly.<br>"Adrian, what do you know about TCRI?"

"Only that they are a research facility" Vulture replied truthfully, looking at his comrade with a slightly confused face. "They seem keen on only working with people that they know, and security is always sky high there."  
>"Which would make one wonder what they may be hiding." Dr. Octopus drummed his fingers together, his face showing the contemplation that was going on in his head. The scientist let a few strategies go through his mind. Sophia didn't actually WORK with TCRI, so she wouldn't have full access to the building; at the same time using her technology to breach their defenses would prove useful perhaps. "From the sounds of it, they have tech that may be useful for getting back in the driver's seat." Dr. Octopus smirked slightly and placed his hands behind his back. "…We're going to find that tech and use it to our advantage."<p>

…tap tap tap…  
>Both Dr. Octopus and Vulture looked towards the armored vehicle that had its doors open to get fresh air in. Sitting on the ledge of the truck was Simone, her ankle chained to the door just in case she planned an escape…however she didn't appear to be very frightened anymore. Now she seemed stronger than the past few days. Simone had a serious look on her face, and began to sign.<br>'I can't believe you, Otto. How can you just throw Sophia away like this?'

Dr. Octopus slowly narrowed his eyes…while Vulture stood there and stared, apparently not able to understand sign language.  
>"Simone, your cousin wasn't supposed to be a part of all this." He replied, his goggled eyes narrowed. "She butted into things that was none of her business; and now she means to thwart me and my plans." The man glowered darkly. "She has made herself my enemy by will."<br>'YOU are the one who made her your enemy!' Simone gritted her teeth and continued to sign. 'You started crime, and my cousin mealy defended justice! She has been MISERABLE without you Otto! She LOVES you! How can you BETRAY her like this?'

Dr. Octopus strained upon the declaration, and turned his back to the girl, eyes narrowed dangerously.  
>No! Have I betrayed her? I can't DO that; she means the world to me!<br>Listen to yourself, you weakling! She has made all your hard work turn on you! She must be eliminated from the equation! Her feelings do NOT MATTER!  
>How can I not believe that I have made her miserable?<br>Have you NOT seen how she FIGHTS you? She can't POSSIBLY love you if she constantly foils you!  
>Dr. Octopus gritted his teeth sharply, and a loud growl made its way out of his mouth. This struggle…it kept getting stronger and stronger; and it was ripping him apart! This problem HAD to be dealt with, before it caused him pure madness! Turning, the armed villain looked towards his accomplice. "Vulture, shut her back in that vehicle! And make sure she doesn't make a move till I return."<br>That much said, Octopus rose on his mechanical arms and began to head for the deeper parts of Manhattan, leaving both Vulture and Simone to watch his departure.

***MH***

Flying Fox glided on the cold stream of wind that bit at her wings as she flew. Back in Nevada, the winter wasn't as unforgiving as it was in Manhattan. Here, the frigid city air gave her cause to stop and attempt to warm up her wings every 15-30 minutes. It was a serious con to trying to locate Simone. It sure didn't help that she hadn't even started searching in the other four parts of New York City. The bat girl winced at a tingling sensation in her right wing and swooped down to rest for the fifth time that night.  
>Sheesh…it wasn't even 10 o'clock yet…how could she keep this up ALL night? Flying Fox gently landed on top of a high-rise complex and folded in her wings, so they could share the warmth of her boy.<p>

Letting out a small shiver, the bat-girl scanned the roads below her, keeping her eyes and ears on full alert. Being transformed into a bat had its advantages; better eyesight, more alert senses, and hearing for a three to five mile radius. Couldn't hear those super high frequencies that an insect eating bat would be able to hear…THAT would've been handy right about now.  
>Flying Fox sight lightly; the only abnormal things on the city streets…were actually pretty normal for New York City.<p>

"…Come on, I know you're out there…" She mumbled more to herself than to anyone else. Tracking Simone OR Otto was going to be near impossible, since she was in possession of her cousin's cell phone that had been left at the master planner's base while it was imploding. How could she possibly—…wait…  
>Flying Fox paused and narrowed her eyes in concentration when she saw movement in between the city's buildings. However, as the figure got closer, it was revealed to be…the Green Goblin of all things, riding on his glider towards the 'business' part of the city.<br>Foxy watched as the villain seemed to be heading for a certain building…an important building.  
>TCRI.<p>

"As if my night wasn't hectic enough." Flying Fox muttered, quick to spread her wings and fly into the air, intent on making sure this rubber faced idiot wouldn't try anything funny…

In the streets below, Peter Parker absently kicked a can as he walked away from the OsCorp building. Seeing all the tech savvy gadgets and meeting all the brilliant minds of OsCorp was very cool…but it would be so much cooler if he could just get his mind off of all the things exploding in his mind…  
>Spiderman STILL hadn't been able to track down the girl who had been kidnapped by Dr. Octopus; Thus resulting in a tense friction between Flying Fox and himself. Harry had returned from studying abroad for two mouths…hopefully his time away had helped his…condition.<br>Hopefully Harry wouldn't be too jealous upon knowing that his father was making himself a mentor to him. Last time he was in the same room with Harry and his father, as Peter Parker anyway, Harry's jealous look was never ending…  
>It didn't help that he was in a relationship with Liz, and wanted to be with Gwen…<br>Was he ever going to make the right choices? Did he have what it took to be a real boyfriend…or hero for that matter? What would—…

What the heck is the GREEN GOBLIN doing back?!

Peter halted his ponderings as he spotted the Green Goblin flying on his glider, looking as though he was excited about something. Knowing Gobbie, it was no good; although—HOW had he come back? Hadn't Harry's father promised that he would get him help and OFF of that globulin green junk!?  
>Peter paused and his mouth went agape upon seeing the Flying Fox closely tailing the Goblin, as though she also had her reservations for why ol' Gobbie was flying around in the city.<br>The boy narrowed his eyes…he was GOING to find out what was going on. Quickly, he ran into a dark alley…and within a few seconds, Spiderman was swinging through the streets of Manhattan.

***TB***

The building of TCRI was quirt, ready for the somewhat still hours of the night. However, something made the building tremble…and shake slightly. The monitors on the security feed were still…before a sudden picture of Dr. Octopus appeared, and not two seconds later the screen suddenly went static.  
>Dr. Octopus narrowed his eyes as he ripped apart two security cameras, and tossed them aside as though they were nothing more than cannon fodder. The villain smirked slightly and continued to claw at the wall that he was perched on. Being on the top of the building would buy him more time to disable more of the security. This in turn, would give him time to find this 'fantastic' new tech of the company.<br>If all went correctly, perhaps he could salvage what was left of his Master Plan.

…beep…

Dr. Octopus' attack on the building was distracted by a light beeping…that got more rapid. Quickly looking over his shoulder, the villain launched himself upwards, just as a small bomb landed right where he had been perched and went off in a puff of green smoke.  
>The scientist flipped in mid-air and roughly landed on his hands and feet, his metallic claws digging into the roof of the building.<p>

"Hahahaha! Is the big bad scientist groping to prove his worth?" The Green Goblin cackled, absently tossing a pumpkin bomb up and down in his claw. The Goblin grinned eerily as Dr. Octopus stood, and cackled once more. "How sad for you to be out classed by the Green Goblin!"  
>Dr. Octopus narrowed his eyes and quickly retaliated by thrusting his metallic arms in the Green Goblin's direction. Goblin was quick to dodge and through a second pumpkin bomb towards the scientist, who promptly swatted it away from him and let it explode in mid-air.<br>"YOU'RE the one who's sadly mistaken, creep!" Doc Ock snarled in reply, quick to launch himself at the freak who dared to reign on his own crime.  
>The Green Goblin quickly braced himself ant let out an insane cackle as Dr. Octopus slammed into him. Grabbing his wrists, the green villain proceeded to spin them both in mid-air at a fast pace.<p>

Dr. Octopus growled when he noticed himself becoming unstable; Otto Octavius wasn't the most dignified when it came to fast motion; one of the many reasons he hated carnival rides. Quickly, the scientist swung two of his metallic arms at the green freak in front of him. When his opponent flinched, Doc Ock quickly grabbed the glider under the goblin's feet and hurled it away, causing his opponent to fall and allowing him to grab onto the building with his metallic extensions. "NOW who's 'outclassed', freak?" The scientist snarled, watching his enemy fall.

The Green Goblin was quick to react, pressing a button on his wristband that caused the glider to quickly hover under his feet, giving him a safe landing in mid-air. Green Goblin smirked evilly to himself as he studied the villain before him. Not bad. That fusion that he worked on the scientist, defiantly improved the weakling. Now to get him OUT of his way. Without warning, the rubber faced lunatic shot back towards Dr. Octopus, firing his finger shooters.  
>Doc Ock growled and quickly retaliated by RIPPING out a chunk of the building that he was standing on, and CHUCKED it in the Goblin's direction.<p>

Flying Fox shuddered as she flapped her wings once more. Green Goblin's glider had been faster than her due to the fact that her poor wings were practically frozen thanks to the wonderful biting winds of winter. She was almost to the TCRI building…and it looked like her suspicions were correct since green smoke was coming from the building. Foxy growled and swooped upwards…only to gasp at seeing Green Goblin and Dr. Octopus fighting at the top of the research building.  
>OH WONDERFUL! Could this day get ANY worse?<br>Flying Fox tucked in her wings in mid-air, allowing her to fall at a fast pace, swiping out her energy whip, and then SLAMMING it against the roof of the building, causing both Green Goblin and Dr. Octopus to be hurled back a few feet. Goblin was quick at his recovery, but Octopus had to gain his bearings.  
>"Ah if it isn't the flying cat" He grinned wickedly, taking out a pumpkin bomb and chuckling.<br>"Flying. FOX! Why is this so difficult for people to remember?" The bat-girl growled, looking ready to attack once more, keeping her feet firmly on the roof. "Now cut it out! You're endangering this facility!"  
>"Ah, but that's the plan, little girl" Gobbie grinned wider, pressing the button on the top of his bomb. "Now do be a good girl…and do fly away!" As he gave his warning, he threw the bomb in her direction. Flying Fox gasped and quickly took to the air; however the force of the explosion sent her spiraling downwards and off of the building.<p>

Dr. Octopus looked over and his mouth went agape upon watching the bat-girl fall due to the force of the explosive. The Scientist felt an urgent tug inside of him to help the girl…however his eyes narrowed, and Doc Ock used the advantage of the attention not being on him…to take out many chunks of the TCRI building, and start chucking them at the Green Goblin as though he were firing a gun. Gobbie placed one arm in front of him, and proceeded to throw a sharp spinning blade at the feet of the scientist.

As they resumed their fight, Flying Fox tried to extend her wings…only to find that they were still frozen from her flight OVER here. "It can't get any worse, can it…" she growled, trying desperately to flap her cold wings.  
>"GANGWAY!"<br>Flying Fox let off a grunt as something slammed into her that wasn't the cold unforgiving ground…and looked upwards, finding herself on the arm of Spiderman, the said hero swinging upwards towards the battle. "…I had to ask…" she muttered. The girl waited till the hero had landed, before she quickly scrambled out of his grip and turned her back on him, once again trying to flap her wings.

"You're WELCOME" Spidey said sarcastically, crossing his arms, earning a glare in his direction. Both heroes had to turn their attention towards the happening however, upon seeing a good chunk of the building being blown off, and falling to the streets below, thanks to Goblin's explosives, and Octopus' wonderful extensions.  
>"Uh…temporary partners?" Spidey asked, staring at the carnage.<br>"Temporary partners" Flying Fox replied, a spooked look on her face. Her creeped out expression quickly turned serious, and she quickly took out her energy whip, sending it for the villains before her. It was only noticed by the Green Goblin, who merely chucked another pumpkin bomb at her, resulting in an explosion and knocking her back once more, slamming into Spiderman.  
>Both heroes slowly stood, looking over each other to make sure the other was alright, before looking back towards the fight…that went on as though Flying Fox's attack hadn't even happened.<p>

"Wow…It sucks being the third wheel" Spidey quipped, rubbing his shoulder and tilting his head at the happening before him. "Sure ya don't wanna just grab some popcorn and watch?"  
>Flying Fox pursed her lips…before frowning disapprovingly in Spidey's direction. "First off, I don't want to see either of them get killed…Second the rubble that they are creating-…"<br>"Makes a Public Safety hazard." Spiderman finished, looking downwards towards the ground and scanning the area. Yeah, they had a few spectators. This was going to have to be stopped. Spidey looked back towards Foxy's direction and made a motion with his hand. "I've got Gobbie; he doesn't seem interested in your whip."  
>Flying Fox nodded, and then proceeded to flap her wings a few times, before taking off into the air towards Dr. Octopus, while Spiderman swung straight for Green Goblin.<p>

At the edge of the roof, a TCRI security came out of the roof doorway, holding pistols and other weapons firmly at their sides. Most of them found rubble to duck for cover behind, while a few of them stayed in the doorways, observing the fight above, and looking ready to do their part as well.  
>"Have the Police been notified?" one of them asked, peering out from the safety of his cover and narrowing his eyes at the fighting before them.<br>"Yes Sir" The other replied, glancing towards the fight, and then back again. "But…who do we shoot?"  
>"Obviously not Spiderman."<br>"Obviously! But the other three—WHOA!"

The guards quickly ducked as Dr. Octopus was sent hurdling for their location, landing on his metallic arms, and quickly swinging back upwards, glaring at his opponent. Above, Flying Fox kept her wings flapping, her energy whip out and ready. Her screech wouldn't work on him, and her whip didn't work on the Goblin; man it sucked having to pick and choose when fighting. It sucked having to fight WHO she was fighting!  
>"Otto! Please stand down! I don't want to fight you!" She called…only to wince and quickly fly into the air as Dr. Octopus swung one of his metallic arms for her at a great speed. The limb managed to snag a hold of one of her ankles, and the scientist proceeded to slam her into the roof again…and again…and again.<br>"Then DON'T Fight me!" He snarled in return, continuing his attack and then thrust his former college into the air. "Stay OUT of my WAY!"  
>Flying Fox went spiraling after she was let go, let gravity take its toll on her, slamming her back to the roof of the building, and groaned as she tried to push herself up. The girl let out a slow breath and glanced in the scientist's direction.<br>This wasn't Otto Octavius any more…It was as though…he never existed at all…

"YAAAHHH!"

Flying Fox quickly looked upwards, and then rolled to the side before she could get squashed by a falling Spiderman for the fourth time.  
>"Ungh…anyone get the license number of that UFO?" Spiderman asked, slowly getting himself up. Both he and Flying Fox looked from Dr. Octopus, towards Green Goblin, and then back again. Neither of the villains showed any sign of giving up…which meant that things were only destined to get worse.<br>Spiderman groaned for a moment, looking this way and that way…before he narrowed his eyes in concentration. That…That could work.  
>"Hey…do you trust me yet?"<br>"…not really…"  
>"Good, I don't trust myself right now either…gimmie your hands"<br>Flying Fox glanced towards the masked hero…while he wasn't on her full trust list…she did know one thing…He was still learning. Quickly the bat girl grabbed Spiderman's hands…which resulted in the Arachnid spinning the bat around twice and then CHUCKING her towards the Green Goblin. Flying Fox promptly spread her wings, and let out a shrill shriek as she headed for the green villain.

The Green Goblin promptly let out a scream and his hands went to shield his ears, only to find that as he did that, Flying Fox's whip wrapped itself around his legs and then threw him up in the air, allowing Spidey to shoot a good dose of webbing at the Goblin, tying him up and sending him SMACK back down on the roof.  
>"That's one down, one to—OH!" Spiderman started to turn in Dr. Octopus' direction, only to be smacked off of the roof by one of the mechanical arms. Flying Fox gasped at the action and started to spread her wings in order to help the falling hero; only to get grabbed by two of Dr. Octopus's arms and SLAM her into the roof. Quickly, Flying Fox slid her legs past the two arms that were keeping Dr. Octopus up…resulting in the villain landing on his back close by.<br>However, before she got a chance to scramble upwards, Dr. Octopus used the power of his own legs and quickly tackled her back to the ground, both of them getting the wind knocked out of them.

Flying Fox struggled, feeling Dr. Octopus slowly stand, holding her not-so-gently against his torso, as though he planned to squeeze the air out of her.  
>"I gave you PLEANTY of warnings, you foolish girl!" He snarled, his eyes narrowed dangerously, and his mechanical arms coming upwards, ready for a final strike. Flying Fox let out a scream as the villain's grip got tighter on her, only causing shooting pains in her awkwardly folded wings, and her already hurt wrist. Dr. Octopus gritted his teeth and positioned two of his mechanical claws against her neck, growling viciously as he did so.<br>"Yet you INSIST on being a snare to me! I have made up my mind, Sophia" The scientist growled and glanced towards his mechanical arms. "I will eliminate ALL snares! I will NOT be WEAK!"  
>Flying Fox grunted painfully and looked upwards towards his arms in horror…before she looked back towards Dr. Octopus…and frowned. Quickly, the girl kicked at his shin, causing his grip to loosen slightly, allowing her to free one of her arms. She in turn snatched his chin, and forced his eyes to lock with hers.<br>"If you're not going to be weak, then you're going to LOOK at me while you do this!" She snarled in reply.

Dr. Octopus growled and quickly grabbed her wrists and sent his mechanical arms to grab at her throat…however as soon as they were an inch away, the suddenly stopped…and struggled.  
>Both Dr. Octopus and Flying Fox were silent, staring into the eyes of each other…Neither moved; save for the struggling shaking of Dr. Octopus' mechanical arms, that were trying to finish what they started.<br>The scientist let off a small shudder at the pain he could see in her eyes. Flashes of all the times that Otto Octavius had spent with Sophia Vincent went barreling through his mind.  
>How they met…the experiments they tested together…the failed bat experiment…her return…their almost kiss…breakfast…her plea to him…the kiss they shared…<br>Dr. Octopus trembled…and his grip slowly relaxed, causing the Flying Fox to be dropped to the ground.

The girl let in a sharp intake of air, and then panted, holding her hurt wrist and glancing down for a moment…before she looked back up towards the villain, almost hopeful.  
>"…Otto…"<p>

"COMING THROUGH!"  
>Dr. Octopus let off a yell as he was suddenly kicked away from the girl, curtesy of Spiderman swinging up and planting his feet into the side of the villain. Flying Fox gasped and quickly tried to stand, only to wince sharply at the throbbing pain in her wrist. Oh great…NOW it was sprained!<br>"Spiderman!" The girl slowly got up and started to turn…only for her ears to perk at a…high pitched beeping sound. Quickly, the girl looked around. What-…What was-?

BOOOM!

The corner that the Green Goblin had previously been left on, suddenly exploded into green flame, knocking all three fighting backwards. Flying Fox let off a yelp as she slammed her back into the ground, then rolled to her side, groaning weakly.  
>"Foxey!" Spiderman quickly stood up for a moment, then looked back quickly, only to see the Green Goblin cackling and flying away. He couldn't find Dr. Octopus anymore, most likely he was also long gone by now…growling, the hero quickly turned and ran towards his ally, scooping her up and swinging away from the building, landing on a nearby structure. Spiderman turned his attention back on the building that they had just got off of, and watched a good chunk of the building fall to the ground, the fire dying down to where it wasn't raging, but slowly crackling due to the dust and soot from the fall.<br>Thankfully the Green Goblins bombs weren't extremely flammable…highly explosive though…

Spiderman watched the building's security that had been on the roof quickly descend back into the building…probably to evacuate.  
>"…ungh…"<br>Spiderman quickly knelt down and gently set Flying Fox down, allowing her to sit up with minor aide from him and rub her head. The girl let off a breath…and looked upwards wearily, almost as if she was trying to figure out just what had happened. The heroes exchanged a look for a moment…before Flying Fox turned her attention back towards the TCRI building, slowly and painfully standing.  
>Flying Fox scanned the area for a moment…before she groaned and clutched her wrist tighter. "…Please tell me you saw which way he went."<p>

"…well-…I was kinda busy saving you…"  
>Spiderman's statement was returned with a soft exasperated sigh from the Flying Fox.<p> 


End file.
